Common use of Conditions to Effectiveness of Amendment Clause in Contracts

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date (the “Amendment No. 6 Effective Date”) that the following conditions have been satisfied: (a) the Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each Loan Party; (b) the Agent shall have received (x) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment; (c) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on upon the date satisfaction of the following conditions (the “Amendment No. 6 1 Effective Date”) that the following conditions have been satisfied:): (a) The Administrative Agent’s receipt of the following, each of which shall be originals, or electronic copies or facsimiles followed promptly by originals (unless otherwise specified), each properly executed by a Responsible Officer of the applicable Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Amendment from the Company and the Required Lenders; (ii) a guaranty substantially in the form of Exhibit G (either directly or via a guaranty supplement) or such other form of guaranty or guaranty supplement to guarantee the Guaranteed Obligations in form and substance reasonably satisfactory to the Administrative Agent and the Company, duly executed by eFunds, it being agreed that for so long as the eFunds Bonds are outstanding, eFunds shall have received guarantee such obligations only up to an amount that is permitted by the indenture governing the eFunds Bonds; (iii) executed counterparts of the Subsidiary Guaranty Amendment and the Company Supplemental Agreement (together with all schedules contemplated thereby, which schedules shall be reasonably satisfactory to the Administrative Agent); (iv) the Pledge Agreement, duly executed by each Loan Party together with: (A) certificates representing any certificated Pledged Equity referred to therein accompanied by undated stock powers executed in blank, (B) a counterpart completed Perfection Certificate in the form attached hereto as Annex B dated the Amendment No. 1 Effective Date and executed by a Responsible Officer of each Loan Party (or such other form as may be reasonably acceptable to the Administrative Agent); and (C) evidence reasonably satisfactory to the Administrative Agent that the Liens (if any) indicated on a lien search with respect to each Loan Party in the jurisdiction where such Loan Party is located (within the meaning of Section 9-307 of the Uniform Commercial Code as in effect in the State of New York) either (1) with respect to the Company and its subsidiaries existing prior to the time of the eFunds Merger, are permitted by Section 7.01 or (2) with respect to eFunds and its subsidiaries existing at the time of the eFunds Merger, are disclosed on the schedules to the eFunds Merger Agreement or are otherwise permitted to exist by the eFunds Merger Agreement without giving the Company the right to refuse to close on the eFunds Merger as a result of the existence of such Liens; (v) evidence (in form reasonably satisfactory to the Administrative Agent) of the identity, authority and capacity of each Responsible Officer of each Loan Party executing this Amendment, executed and delivered by a duly authorized officer of each Loan Partythe Subsidiary Guaranty Amendment or Subsidiary Guaranty, the Company Supplemental Agreement or any Collateral Document on the Amendment No. 1 Effective Date; (bvi) such documents and certifications as the Administrative Agent shall have received may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (xvii) opinions of counsel to the Company addressed to each Agent and each Lender providing legal opinions substantially similar to those set forth on Annex C hereto (with standard exceptions and qualifications reasonably acceptable to the Administrative Agent); (viii) a counterpart certificate signed by a Responsible Officer of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender the Company certifying as to the satisfaction of the conditions set forth in Section 15(f) and (yg) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to of this Amendment; (ix) a certificate attesting to the Solvency of the Company and the Restricted Subsidiaries (taken as a whole) after giving effect to the eFunds Transactions, this Amendment and each of the other transactions contemplated to occur on the Amendment No. 1 Effective Date from the chief financial officer, treasurer or assistant treasurer of the Company; and (x) copies (certified to be true and complete by the Company) of any amendments to the eFunds Merger Agreement and the disclosure schedules thereto. (b) All fees and expenses required to be paid on or before the Amendment No. 1 Effective Date shall have been paid in full in cash. (c) The eFunds Merger Agreement and any material agreement relating thereto shall not have been altered, amended or otherwise changed or supplemented in a manner material and adverse to the Agent Lenders or any condition therein waived in a manner material and adverse to the Lenders, in each case without the consent of the Arrangers (which shall not be unreasonably withheld or delayed). The eFunds Merger shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lenderbeen consummated, Holdings and or substantially concurrently consummated, in accordance with the Borrowers, and acknowledged by terms of the Agent;eFunds Merger Agreement. (d) the Agent There shall not have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lenderoccurred between December 31, Holdings 2006 and the BorrowersAmendment No. 1 Effective Date any event, occurrence, change, state of circumstances or condition which, individually or in the aggregate has had or is reasonably likely to have a “Material Adverse Effect” (as defined in the eFunds Merger Agreement and acknowledged by set forth for ease of reference in the Agent;annex attached hereto as Annex A). (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent The Lenders shall have received (i) a copy audited consolidated financial statements of eFunds for the certificate or articles of incorporation or organizationfiscal year ended December 31, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority 2006 and (ii) a certificate of a duly authorized officer of each Loan Party dated such financial information for periods ending after December 31, 2006 as shall be publicly available prior to the Amendment No. 6 1 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement as may be otherwise delivered to the Company pursuant to the eFunds Merger Agreement). The Lenders shall have received pro forma consolidated financial statements as to the Company and its Subsidiaries, and forecasts of such Loan Party as in effect balance sheets, income statements and cash flow statements on a quarterly basis for the first year following the Amendment No. 6 1 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, and on an annual basis for each year thereafter until the Maturity Date. (Bf) that attached thereto is a true The representations and complete copy warranties of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance Company contained in Section 14 of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any of the Company and each other Borrower contained in Article 5 of the Credit Agreement and in the other Loan Party in or pursuant to the Financing Agreements Documents shall be, after giving effect to this Amendment, be true and correct in all material respects as if made on and as of the Amendment No. 6 1 Effective Date, except to the extent that such representations and warranties expressly relate specifically refer to an earlier timedate, in which case such representations and warranties were they shall be true and correct in all material respects as of such earlier timedate; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effectonly representations involving eFunds and its Subsidiaries, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein making of which shall be deemed a condition to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, shall be (A) the representations and warranties made by or with respect to eFunds or its Subsidiaries in the eFunds Merger Agreement as are material to the interests of Lenders, but only to the extent that the Company has the right to terminate its obligations under the eFunds Merger Agreement as a prepayment result of 2016-2 Term B-4 Loans a breach of such representations and warranties in an aggregate principal amount the eFunds Merger Agreement and (B) the representations and warranties set forth in Sections 5.02 (other than clause (c)(ii) thereof), 5.04, 5.12 and 5.15 of $250,000,000the Credit Agreement (as amended by this Amendment). (g) Subject to clause (f) above, no Default shall exist with respect to the Company and its Subsidiaries at the time of, or after giving effect to, the eFunds Transactions and this Amendment.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date (the “First Amendment No. 6 Effective Date”) that on which all of the following conditions precedent have been satisfiedsatisfied or waived: (ai) the General Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each Loan Partythe U.S. Borrower, the other Borrowers, the Majority Lenders and Extending Lenders to the extent required by clause (vi) below; provided that any Lender may signify its consent to this Amendment by instead executing a “lender addendum” in a form as provided by the Administrative Agent; (bii) the Agent shall have received (x) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment; (c) the General Administrative Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 LenderAcknowledgment and Consent, Holdings and in the Borrowersform set forth at the end of this Amendment, and acknowledged by the Agentfrom each Loan Party signatory thereto; (diii) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the General Administrative Agent shall have received (ia) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of for distribution to each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance Term Lender which has delivered an executed counterpart of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment General Administrative Agent on behalf of such Loan Party and countersigned by another officer as or prior to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the First Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except an amendment fee equal to 1.00% of such Term Lender’s outstanding Term Loans on the First Amendment Effective Date (it being agreed that the amendment fee is payable to a Term Lender only if such Term Lender has delivered an executed counterpart of this Amendment to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that General Administrative Agent on or prior to the extent any such representation or warranty is already qualified time that the General Administrative Agent has received executed counterparts of this Amendment from the Majority Lenders, as determined by materiality or material adverse effect, such representation or warranty is true and correct the General Administrative Agent in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (iiits sole discretion) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) all other fees and amounts due and payable on or prior to the extent invoicedFirst Amendment Effective Date for which invoices have been presented, including all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document; (iv) the Amendment No. 6 (2017-1) Arrangers General Administrative Agent shall have received such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the General Administrative Agent may reasonably require evidencing the identity, authority and the Agent capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, other Loan Documents to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP)which such Loan Party is a party or is to be a party; (jv) subject the General Administrative Agent shall have received evidence reasonably satisfactory to subsection (h) above, it that the conditions precedent set forth U.S. Borrower has given an irrevocable call notice to redeem all 2009 Notes outstanding on the First Amendment Effective Date and has taken such other steps in Section 4.2 connection with the redemption of the Term Loan Agreement 2009 Notes as the General Administrative Agent may reasonably require; and (vi) the General Administrative Agent shall have been satisfied both before and received evidence reasonably satisfactory to it that the aggregate principal amount of the Tranche A U.S. Revolving Credit Commitments on the First Amendment Effective Date (after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer minimum Revolving Credit Commitment Reduction of Holdings substantially in the form attached as Exhibit O 33.33% and any simultaneous addition of any new U.S. Revolving Lenders pursuant to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets Section 2.6 of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (mExisting Credit Agreement) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of will be not less than $250,000,000700,000,000.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date (the “Amendment No. 6 1 Effective Date”) that the following conditions have been satisfied: (a) the Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each Loan Party; (b) the Agent shall have received (x) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 the Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment; (c) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and Parties, (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, (C) from ▇▇▇▇▇▇ PLC, Michigan counsel to the Loan Parties, (D) from Ice ▇▇▇▇▇▇, LLP, Indiana counsel to the Loan Parties, (E) from ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Maine counsel to the Loan Parties, and (F) from ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Ohio counsel to the Loan Parties, in each case addressed to the Agent and the Term B-5 Lenders; (gd) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 1 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 1 Effective Date or, if applicable, that no modifications have been made to such documents since December January 30, 2015 or November 23, 20162015, as applicable, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this the Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this the Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (he) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 1 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 1 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (if) the The Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) 1 Arrangers (as defined hereinbelow) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) 1 Arrangers in connection with arranging Term Loans Amendment No. 1 as separately agreed to in writing by New Holdings (as defined below) and the Amendment No. 6 (2017-1) 1 Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) 1 Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (ji) subject Subject to subsection (he) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the BorrowingBorrowing and (ii) after giving effect to the establishment of the Term B-5 Loans, and the borrowings thereunder, on the Amendment No. 1 Effective Date, the Borrowers shall be in compliance with Section 2.8 of the Term Loan Agreement; (kh) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of New Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (li) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 1 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (mj) the Agent shall have received a Committed Loan Notice for the Term B-5 Loans; (nk) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 1 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations includingregulations, including without limitation, limitation the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 1 Effective Date; (ol) Refinancing shall have been consummated with the proceeds from the Term B-5 Loans and Agent shall have received a completed “life payoff letter from the agent for the lenders under the NAI Credit Agreement, reasonably satisfactory in form and substance to the Agent evidencing that, upon receipt of loan” Federal Emergency Management Agency Standard Flood Hazard Determination any payments specified therein, the NAI Credit Agreement has been or concurrently with respect to each Mortgaged Propertythe Effective Date is being terminated, all obligations thereunder are being paid in full, and to all Liens securing obligations under the extent any Mortgaged Property is located in a special flood hazard area, NAI Credit Agreement have been or concurrently with the Effective Date are being released; and (m) The Agent shall have received reasonable evidence of both (i) a notice about special flood hazard area status the merger of Albertson’s Holdings LLC with and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating theretointo Albertsons Companies, LLC (“New Holdings”) and (ii) evidence the merger of flood insurance as required by Section 9.4 of the Term Loan Agreement NAI Holdings LLC with and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000into New Holdings.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date (the “Amendment No. 6 Effective Date”) that first Business Day on which each of the following conditions have been is satisfied: (a) the The Administrative Agent shall have received (i) from each Existing Term Loan Lender with a counterpart Tranche B-1 Term Loan Commitment and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the amount of this AmendmentExisting Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option Lenders, executed (ii) from the Administrative Agent, (iii) from the Required Lenders and delivered by a duly authorized officer of (iv) from the Borrower and each Loan Party; (b) the Agent shall have received Guarantor, either (x) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender Amendment signed on behalf of such party or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting written evidence satisfactory to the Required Lenders, provided Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 1 Effective Date, simultaneously with the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 Effective Date; (c) the The Administrative Agent shall have received an the executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇& ▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas special counsel to the Loan Credit Parties. The Borrower, in each case addressed to the Agent other Credit Parties and the Term LendersAdministrative Agent hereby instruct such counsel to deliver such legal opinion; (gd) the Agent The Borrower shall have received paid (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of 1 Arrangers the by-laws or operating (or limited liability company) agreement of such Loan Party as fees in effect the amounts previously agreed in writing to be received on the Amendment No. 6 1 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Administrative Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable costs and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limitedincluding, in the case of legal fees and expenses, to without limitation the reasonable fees, charges and documented fees and expenses disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) above, counsel for the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before Administrative Agent and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to 1 Arrangers) of the Administrative Agent for the delivery of such termination statements and releases, satisfactions and discharges which invoices have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days presented prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 1 Effective Date; (oe) a completed “life At the time of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and immediately after giving effect to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status Amendment no Default or Event of Default shall have occurred and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documentsbe continuing; and (pf) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the Agent shall have receivedexecution, prior to or substantially concurrently with the effectiveness delivery, and performance of this AmendmentAmendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000party.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on as of December 29, 2018 upon the date satisfaction of each of the following conditions precedent (the “Sixth Amendment No. 6 Effective Date”) that the following conditions have been satisfied:): (a) Each party hereto shall have executed and delivered this Amendment to Agent; (b) Agent shall have received fully executed copies, in form and substance reasonably satisfactory to Agent, of an amendment to the Term Loan Agreement and an amendment to the fee letter delivered in connection therewith, each dated as of the date hereof; (c) Agent shall have received a counterpart fully executed copy, in form and substance reasonably satisfactory to Agent, of this Amendmentthe Consent and Amendment No. 1 to Intercreditor Agreement, dated as of the date hereof, between Agent and Term Loan Agent, together with a fully executed copy of an acknowledgement and delivered consent thereto executed by a duly authorized officer of each Loan Party; (b) the Agent shall have received (x) a counterpart of this Amendment, executed Borrower and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment; (c) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agenteach Guarantor; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Partiesreceived, in each case addressed form and substance reasonably satisfactory to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organizationAgent, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy copies of resolutions duly adopted by of the board of directors (or other equivalent governing bodybody or member) of such Loan Party Company authorizing the execution, delivery and performance of this Amendment and, and amendment described in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (iib) above; (he) All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (f) Agent shall have received a certificate payment of an authorized officer all fees payable to Agent and Lenders as of the Parent Borrower dated the Sixth Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or Date, including pursuant to the Financing Agreements shall beFee Letter, after giving effect to this Amendment, true and correct in all material respects as if made on and dated as of the Amendment No. 6 Effective Datedate hereof, except between Company and Agent, and all other fees, charges and disbursements of Agent and its counsel required to be paid pursuant to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed in connection with the preparation, execution and delivery of the Amendment and all other instruments or documents provided for herein or delivered or to be a reference to delivered hereunder or in connection herewith that have been invoiced on or before the Term Loan Agreement after giving effect to this Amendmentdate hereof; and (iig) after giving effect to this Amendment, no No Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000continuing.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on upon the date satisfaction (the “Amendment No. 6 Effective Date”or waiver in writing by each Lender) that of each of the following conditions have been satisfiedprecedent: (a) receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent shall have received and the Lenders of a counterpart signature of the others to this Amendment, Amendment duly executed and delivered by a duly authorized officer each of each Loan Partythe Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders; (b) the Agent shall have received hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (xthe “CRO”), reporting directly to the special restructuring committee of the board of directors of Holdings, to (i) a counterpart oversee all aspects of this Amendmentdaily and weekly cash flows, executed including both receivables and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender payables management (ii) be granted sole approval rights over all cash disbursements and (yiii) Consents from Lenders constituting develop and ensure compliance with the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this AmendmentWeekly Budget; (c) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged receipt by the AgentAdministrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lenderof all notices, Holdings and the Borrowerscertificates, and acknowledged other documentation provided by the AgentBorrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged receipt by the AgentAdministrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent shall have received of a customary legal opinion (including no conflicts Secretary’s Certificate, with all indentures and other material debt documents of respect to the Parent Borrower, the Additional Delayed Draw Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLPthe Guarantors, counsel to in substantially the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to form delivered on the Loan PartiesRestatement Date, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, attaching resolutions of each Loan Party, certified, if applicable, as such Person’s Board of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating Directors (or limited liability companyother managing body, in the case of other than a corporation) agreement of such Loan Party as then in full force and effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in and the case transactions contemplated hereby; (g) receipt by the Administrative Agent of a copy of a good standing certificate for each of the BorrowersBorrower, the borrowings hereunderAdditional Delayed Draw Borrower and the Guarantors, and that dated within 30 days of the date hereof, from the jurisdiction of formation for each such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above;Person; and (h) receipt by the Administration Agent shall have received a certificate of an authorized officer opinion of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant counsel to the Financing Agreements shall beBorrower, after giving effect to this Amendment, true the Additional Delayed Draw Borrower and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier timeGuarantors, in which case such representations form and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence substance reasonably satisfactory to the Agent (Lenders in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000their sole discretion.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on as of the date first written above (the “First Amendment No. 6 Effective Date”) that upon the satisfaction (or written waiver by Required Lenders) of the following conditions have been satisfied:precedent (in each case, subject to Section 15 of this Amendment): (a) the The Administrative Agent shall have received a counterpart of this Amendment, Amendment duly executed and delivered by a duly authorized officer of each the Lenders constituting the Required Lenders and the Loan PartyParties; (b) The Administrative Agent’s and the Agent shall have received 2025 Term Loan Lenders’ receipt of items (iii), (v) through (x) and (xii), below and the Lenders’ receipt of items (i), (ii), (iii), (iv) and (xii) below, each properly executed by a counterpart Responsible Officer of this Amendmentthe applicable Loan Party, each dated as of the First Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the First Amendment Effective Date) and each in form and substance reasonably satisfactory to the Required Lenders and their respective legal counsel: (i) a Warrant (substantially in the form of Exhibit B attached hereto) (each an “Incremental Warrant”) issued to each 2025 Term Loan Lender, duly executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendmentan Authorized Officer of Holdings; (c) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a Note executed by the Borrower in favor of each 2025 Term Loan Lender requesting a Note in the amount of such 2025 Term Loan Lender’s Commitment with respect to the 2025 Term Loans being made by such 2025 Term Loan Lender; (iii) a Secretary’s certificate of a duly authorized officer of for each Loan Party dated the Amendment No. 6 Effective Date and certifying as to (A) that attached thereto is a true and complete copy copies of the by-laws or operating (or limited liability company) agreement all Organization Documents of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016attached thereto, (B) that attached thereto is a true and complete copy resolutions of resolutions duly adopted by the board Board of directors (Directors or equivalent governing body) of such Loan Party other organizational action authorizing the execution, delivery and performance of this Amendment and, and all Loan Documents to which such Loan Party is a party executed in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effectconnection herewith, and (C) as to incumbency of officers (including specimen signatures) evidencing the incumbency identity, authority and specimen signature capacity of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer Responsible Officer thereof authorized to act as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent Responsible Officer in connection with this Amendment and the transaction contemplated hereby other Loan Documents to which such Loan Party is a party executed in connection herewith; (but limitediv) certification from any applicable Governmental Authority as the Required Lenders may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the case failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certificates of legal fees good standing and expenses, qualification to the reasonable and documented fees and expenses engage in business in each applicable jurisdiction; (v) a favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, each addressed to the Administrative Agent and each 2025 Term Loan Lender and their successors and assigns, as to the matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vi) certificates of Responsible Officers of the Borrower Agent or the applicable Loan Parties either (A) identifying all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against each such Loan Party of this Amendment and Loan Documents to which it is a party executed in connection herewith, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (vii) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Incremental Warrants; (viii) a certificate signed by a Responsible Officer of the Borrower Agent certifying (A) that the conditions specified in Section 3(b) have been satisfied and (B) as to the matters described in Section 3(f); (jix) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer or the Chief Accounting Officer of Holdings substantially in the form attached as Exhibit O Borrower Agent certifying that, after giving effect to the Term entering into the Loan Agreement; Documents executed in connection with this Amendment and the consummation of all of the transactions set forth in this Amendment, (lA) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent Borrower is Solvent and (in each case dated as of a date reasonably satisfactory to the AgentB) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releasestaken as a whole, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been madeSolvent; (mx) a Borrowing Request with respect to the Agent shall have received a Committed Loan Notice for the 2025 Term Loans; (nxi) evidence satisfactory to the Required Lenders of the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the transactions set forth in this Amendment; and (xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent shall have received, or the Required Lenders may reasonably require. (i) So long as requested by any 2025 Term Loan Lender at least five (5) Business Days days prior to the First Amendment No. 6 Effective Date, all the Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower and (ii) so long as requested by the Administrative Agent or any 2025 Term Loan Lender at least ten days prior to the First Amendment Effective Date, the Borrower shall have provided to the Administrative Agent and each requesting 2025 Term Loan Lender the documentation and other information required by regulatory authorities under so requested in connection with applicable “know your customer” and antiAnti-money laundering rules and regulations includingMoney Laundering Laws or Anti-Corruption Laws, without limitation, including the PATRIOT Act. (d) [Reserved]. (e) The Borrower shall have paid the Amendment Fee in-kind to each Lender party hereto in accordance with Section 2(b) of this Amendment. (f) Any fees required to be paid on or before the First Amendment Effective Date (including, that has been reasonably requested by for the Lenders at least 10 days prior avoidance of doubt, the Amendment Fee) shall have been, or concurrently with the satisfaction of the requirements in this Section 3, will be, paid. (g) The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, Administrative Agent and the 2025 Term Loan Lenders to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, invoiced prior to or substantially concurrently with on the effectiveness First Amendment Effective Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through such date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent and the 2025 Term Loan Lenders, respectively). (h) [Subject to Section 15 of this Amendment, the] representations and warranties of the Loan Parties contained in Article VI of the Amended Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or in the case of any representation or warranty subject to a prepayment materiality qualifier, true and correct in all respects) on and as of 2016-2 the First Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) as of such earlier date. (i) No Default or Event of Default shall have occurred and be continuing, or would result from the extension of the 2025 Term B-4 Loans in an aggregate principal amount or from the application of $250,000,000the proceeds thereof. (j) The Borrower shall have paid all fees, charges and disbursements of the Administrative Agent (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower pursuant to the terms of the Amended Credit Agreement; (k) The Borrower shall have paid all fees, charges and disbursements of Coliseum (including fees, charges and disbursements of Debevoise & ▇▇▇▇▇▇▇▇ LLP, as advisors to Coliseum) required to be reimbursed or paid by the Borrower pursuant to that certain Structuring Work Fee Letter, dated as of the date hereof, by and between the Borrower and Coliseum.

Conditions to Effectiveness of Amendment. This Amendment shall become effective upon the satisfaction of the following conditions; provided that all such conditions are satisfied on or prior to December 31, 2009 (the date (that all such conditions are so satisfied, the “Amendment No. 6 1 Effective Date”) that the following conditions have been satisfied:): (a) The Administrative Agent’s receipt of the following, each of which shall be originals, or electronic copies or facsimiles followed promptly by originals (unless otherwise specified), each properly executed by a Responsible Officer of the applicable Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Amendment from the Borrower, Holdings, the Required Lenders, the Majority Revolving Facility Lenders and the Majority Term Facility Lenders; (ii) the FNIS Loan Party Guaranty substantially in the form of Exhibit I hereto, duly executed by FNIS and each FNIS Subsidiary Guarantor; (iii) executed counterparts of the Borrower Supplemental Agreement (together with all schedules contemplated thereby, which schedules shall be reasonably satisfactory to the Administrative Agent); (iv) a guaranty supplement substantially in the form of Appendix I hereto or such other form of guaranty or guaranty supplement to guarantee the Guaranteed Obligations (as defined in the FNIS Credit Agreement) in form and substance reasonably satisfactory to the FNIS Administrative Agent shall have received (the “FNIS Credit Guaranty”), duly executed by Group Members that are Loan Parties immediately prior the Amendment No. 1 Effective Date; (v) evidence (in form reasonably satisfactory to the Administrative Agent and the FNIS Administrative Agent, as the case may be) of the identity, authority and capacity of each Responsible Officer of each Loan Party (including any FNIS Loan Party) executing this Amendment, the Borrower Supplemental Agreement, the FNIS Loan Party Guaranty or the FNIS Credit Guaranty; (vi) such documents and certifications as the Administrative Agent or the FNIS Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (vii) opinions of counsel to Holdings, the Borrower and FNIS addressed to the Administrative Agent and each Lender, providing legal opinions substantially similar to those set forth on Appendix II hereto (with standard exceptions and qualifications reasonably acceptable to the Administrative Agent); (viii) opinions of counsel to Holdings, the Borrower and FNIS addressed to the FNIS Administrative Agent and each Consenting Lender that will receive FNIS Term Loans pursuant to the terms of the Debt Exchange Agreement, providing legal opinions substantially similar to those set forth on Appendix III hereto (with standard exceptions and qualifications reasonably acceptable to the FNIS Administrative Agent); (ix) a counterpart certificate signed by a Responsible Officer of the Borrower (in such person’s capacity as an officer of the Borrower and not personally) certifying as to the satisfaction of the conditions set forth in Section 14(f) and (g) of this Amendment, executed and delivered by a duly authorized officer of each Loan Party; (b) the Agent shall have received (x) a counterpart certificate signed by a Responsible Officer of FNIS (in such person’s capacity as an officer of FNIS and not personally) attesting to the Solvency of FNIS and the Restricted Subsidiaries (taken as a whole) and of Holdings and the Group Members (taken as a whole) after giving effect to the FNIS Merger, this Amendment and each of the other transactions contemplated to occur on the Amendment No. 1 Effective Date; (xi) copies (certified to be true and complete by the Borrower) of any amendments to the FNIS Merger Agreement and the disclosure schedules thereto; (xii) a certificate signed by a Responsible Officer of FNIS (in such person’s capacity as an officer of FNIS and not personally) certifying as to the satisfaction of the conditions set forth in Section 14(h) of this Amendment; (xiii) executed counterparts of Amendment No. 1 to the Guarantee and Collateral Agreement, executed which sets forth the provisions set forth in Section 12 hereof, from the Borrower, Holdings, each subsidiary of Holdings party thereto and delivered the Administrative Agent; (xiv) an acknowledgement and confirmation signed by a Responsible Officer of FNIS Merger Sub (A) acknowledging that (1) after giving effect to the FNIS Merger it shall continue to be a Loan Party, Group Member and Restricted Company under the Loan Documents with the same force and effect as if originally named therein as “Holdings”, (2) each reference to “Holdings” in the Loan Documents, or any Additional 2017-1 Term B-4 Lenderschedule, Additional 2017-1 Term B-5 Lender exhibit, appendix, annex or Additional 2017-1 Term B-6 Lender addendum thereto, shall be deemed to be to it and (y3) Consents from Lenders constituting it shall be bound by all of the Required Lenders, provided terms and provisions of the Loan Documents to which Holdings is a party and that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender it shall be deemed to have consented to this Amendment; (c) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lenderratified and affirmed its continued obligations, liabilities and indebtedness of Holdings and the Borrowersthereunder, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLPconfirming that the representations and warranties set forth in Section 13 of this Amendment shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date, California, Illinois, Massachusetts, and Texas counsel except to the Loan Partiesextent such representations and warranties specifically refer to an earlier date, in each which case addressed to the Agent they shall be true and the Term Lenderscorrect in all material respects as of such earlier date; (gxv) the Agent shall have received (iA) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan PartyFNIS Merger Sub, certified, if applicable, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party FNIS Merger Sub as of a recent date, from such Secretary of State or similar Governmental Authority and State, (iiB) a certificate of a duly authorized officer the Secretary or Assistant Secretary of each Loan Party FNIS Merger Sub dated the Amendment No. 6 1 Effective Date and certifying (A1) that attached thereto is a true and complete correct copy of the by-laws or operating (or limited liability company) company agreement of such Loan Party FNIS Merger Sub as in effect on the Amendment No. 6 1 Effective Date or, if applicable, that no modifications have been made and at all times since a date prior to such documents since December 23, 2016the date of the resolutions described in clause (2) below, (B2) that attached thereto is a true and complete copy of resolutions duly adopted by the board Board of directors (Directors or equivalent other governing body) body of such Loan Party FNIS Merger Sub authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, Loan Documents to which it is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (3) that the articles of organization of FNIS Merger Sub have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (A) above, and (C4) as to the incumbency and specimen signature of each officer executing this Amendment any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and countersigned by FNIS Merger Sub, (C) a certificate of another officer as to the incumbency and specimen signature of a duly authorized officer the Secretary or Assistant Secretary executing the certificate pursuant to clause (iiB) above;; and (D) such other documents as the Lenders or the Administrative Agent may reasonably request; and (hxvi) evidence in form and substance reasonably satisfactory to the Administrative Agent that each Consenting Lender shall have received a certificate committed to purchase accounts receivable under the FNIS A/R Securitization Facility in an amount sufficient to satisfy the conditions set forth in Section 2(a) of an authorized officer of the Parent Borrower dated this Amendment. (b) All fees and expenses required to be paid on or before the Amendment No. 6 1 Effective Date certifying that shall have been paid in full in cash. (c) The FNIS Merger Agreement and any material agreement relating thereto shall not have been altered, amended or otherwise changed or supplemented in a manner material and adverse to the Lenders or any condition therein waived in a manner material and adverse to the Lenders, in each case without the consent of the Administrative Agent (which shall not be unreasonably withheld or delayed). The FNIS Merger shall have been consummated, or substantially concurrently consummated, in accordance in all material respects with the terms of the FNIS Merger Agreement. (d) There shall not have occurred between December 31, 2008 and the Amendment No. 1 Effective Date any event, occurrence, change, state of circumstances or condition which, individually or in the aggregate has had or is reasonably likely to have a “Material Adverse Effect” (as defined in the FNIS Merger Agreement and set forth for ease of reference in the annex attached hereto as Annex D) with respect to FNIS, Holdings or FNIS Merger Sub (in its capacity as the surviving entity of its merger with Holdings). (e) The Lenders shall have received (i) each audited consolidated financial statements of FNIS for the representations fiscal year ended December 31, 2008 and warranties made by any Loan Party in (ii) such financial information for periods ending after December 31, 2008 as shall be publicly available prior to the Amendment No. 1 Effective Date (or as may be otherwise delivered to the Borrower pursuant to the Financing Agreements FNIS Merger Agreement). The Lenders shall be, have received pro forma consolidated financial statements as to FNIS and its Subsidiaries (after giving effect to the FNIS Merger) for (x) the 12-month period ending on the last day of the fiscal quarter most recently ended at least forty-five days prior to the Amendment No. 1 Effective Date and (y) the fiscal year ended December 31, 2008 and any subsequent interim period, and forecasts of balance sheets, income statements and cash flow statements for (A) each fiscal quarter of 2009 and 2010 ended after the Amendment No. 1 Effective Date and (B) each fiscal year ending on December 31, 2009 through the fiscal year ending on December 31, 2013. (f) The representations and warranties of the Borrower and Holdings contained in Section 13 of this AmendmentAmendment shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as if of such earlier date. (g) No Default shall exist with respect to FNIS, FNIS Merger Sub, Holdings and their respective Subsidiaries (including the Borrower) at the time of, or after giving effect to, the Restructuring Transactions and this Amendment. (h) The representations and warranties of FNIS contained in Annex E attached hereto (and made by FNIS pursuant to the Borrower Supplemental Agreement) shall be true and correct in all material respects on and as of the Amendment No. 6 1 Effective Date, except to the extent such representations and warranties expressly relate specifically refer to an earlier timedate, in which case such representations and warranties were they shall be true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect;date. (i) the Parent Borrower The Debt Exchange Agreement shall have paid (or have caused to be paid), (a) to been duly executed by all the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings parties thereto and the Amendment No. 6 (2017-1) Arrangers and (b) to Debt Exchange shall have been consummated, or substantially concurrently consummated, in accordance with the extent invoiced, all reasonable and documented out-of-pocket expenses terms of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP);Debt Exchange Agreement. (j) subject to subsection The FNIS Revolving Loan Purchases and the FNIS Term Loan Purchases (hother than in respect of the Debt Exchange) above, the conditions precedent set forth described in Section 4.2 2 and Section 3 of the Term Loan Agreement this Amendment shall have been satisfied both before and after giving effect to the Borrowing;consummated, or substantially concurrently consummated, in accordance with such sections. (k) the The Administrative Agent shall have received the results of a solvency certificate signed by the Chief Financial Officer of Holdings substantially recent lien search with respect to FNIS Merger Sub in the form attached as Exhibit O jurisdictions in which filings are to be made pursuant to the Term Loan Agreement; (l) the Agent Documents, and such search shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of reveal no Liens on any of the assets of the Loan Parties, FNIS Merger Sub except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases permitted by Section 7.1 of the Credit Agreement or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date discharged on or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 1 Effective Date, all Date pursuant to documentation and other information satisfactory to the Administrative Agent. (l) Each document (including any Uniform Commercial Code financing statement) required by regulatory authorities the Security Documents or under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been law or reasonably requested by the Lenders at least 10 days Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the assets of FNIS Merger Sub which constitute Collateral, prior and superior in right to the Amendment No. 6 Effective Date; any other Person (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination other than with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required Liens expressly permitted by Section 9.4 7.1 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent Credit Agreement), shall have receivedbe in proper form for filing, prior to registration or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000recordation.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date (the “Amendment No. 6 4 Effective Date”) that the following conditions have been satisfied: (a) the Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each Loan Party; (b) the Agent shall have received (x) a counterpart of this Amendment, executed and delivered by any the (i) Additional 2017-1 Term B-4 Lender, (ii) Additional 2017-1 Term B-5 Lender or Lender, (iii) Additional 2017-1 Term B-6 Lender and (yiv) Consents from Lenders constituting the Required Lenders, provided that any the Additional 2017-1 Term B-4 Lender, the Additional 2017-1 Term B-5 Lender or and the Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment; (c) the Agent shall have received an executed Joinder entered into by any the Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Administrative Agent; (d) the Agent shall have received an executed Joinder entered into by any the Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Administrative Agent; (e) the Agent shall have received an executed Joinder entered into by any the Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Administrative Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and Parties, (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, (C) from ▇▇▇▇▇▇ PLC, Michigan counsel to the Loan Parties, (D) from Ice ▇▇▇▇▇▇, LLP, Indiana counsel to the Loan Parties, (E) from ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Maine counsel to the Loan Parties, and (F) from ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Ohio counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 4 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 4 Effective Date or, if applicable, that no modifications have been made to such documents since since, with respect to (aa) the subsidiaries of Albertsons Companies, LLC that are Subsidiary Guarantors, Safeway Inc. and the subsidiaries of Safeway Inc. that are Subsidiary Guarantors, January 30, 2015, (bb) Albertsons Companies, LLC, December 2321, 2015, (cc) New ▇▇▇▇▇▇▇▇▇’▇, Inc. and its subsidiaries that are Subsidiary Guarantors (other than ASP Realty, LLC), December 21, 2015 and (dd) ASP Realty, LLC, January 28, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 4 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 4 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the The Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) 4 Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) 4 Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and 4 Arrangers, (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) 4 Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP), (c) to the Administrative Agent, for the account of each Term B-6 Lender, a closing fee of 0.25% of such Lender’s Term B-6 Loans, (d) to the Administrative Agent, for the account of each Replacement Term B-5 Lender, a closing fee of 0.25% of such Lender’s Replacement Term B-5 Loans and (e) to the Administrative Agent, for the account of each Replacement Term B-4 Lender, a closing fee of 0.25% of such Lender’s Replacement Term B-4 Loans; (ji) subject Subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the BorrowingBorrowing and (ii) after giving effect to the establishment of the Term B-6 Loans, and the borrowings thereunder, on the Amendment No. 4 Effective Date, the Borrowers shall be in compliance with Section 2.8 of the Term Loan Agreement; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 4 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 4 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations includingregulations, including without limitation, limitation the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 4 Effective Date;; and (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date (the “Amendment No. 6 Effective Date”) that first Business Day on which each of the following conditions have been is satisfied: (a) the The Administrative Agent shall have received a counterpart (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of this AmendmentExisting Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, executed (ii) from the Administrative Agent, and delivered by a duly authorized officer of each Loan Party; (biii) from the Agent shall have received Borrower and Holdings, either (x) a counterpart of this AmendmentAmendment (or, executed and delivered by any Additional 2017-1 Term B-4 Lenderin the case of such Cashless Option Tranche B-2 Lenders, Additional 2017-1 Term B-5 Lender a Consent to Amendment No. 4) signed on behalf of such party or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting written evidence satisfactory to the Required Lenders, provided Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 4 Effective Date; (c) the The Administrative Agent shall have received an the executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇& ▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas special counsel to the Loan Credit Parties. The Borrower, in each case addressed to the Agent Holdings and the Term LendersAdministrative Agent hereby instruct such counsel to deliver such legal opinion; (gd) the Agent The Borrower shall have received paid (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of 4 Arrangers the by-laws or operating (or limited liability company) agreement of such Loan Party as fees in effect the amounts previously agreed in writing to be received on the Amendment No. 6 4 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Administrative Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable costs and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limitedincluding, in the case of legal fees and expenses, to without limitation the reasonable fees, charges and documented fees and expenses disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) above, counsel for the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before Administrative Agent and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to 4 Arrangers) of the Administrative Agent for the delivery of such termination statements and releases, satisfactions and discharges which invoices have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days presented prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 4 Effective Date; (oe) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a completed “life certificate of loan” Federal Emergency Management Agency Standard Flood Hazard Determination each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with respect to each Mortgaged Propertyappropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the extent following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any Mortgaged Property agreements relating thereto) to which it is located a party and the performance of the obligations under the Amended Credit Agreement and (II) in a special flood hazard areathe case of the Borrower, the extensions of credit contemplated hereunder, (ix) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating theretoparty, and (iiz) evidence of flood insurance as required by Section 9.4 a good standing certificate from the relevant Governmental Authority of the Term Loan Agreement and the applicable provisions jurisdiction of organization of the Collateral DocumentsBorrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (pg) the The Administrative Agent shall have received, prior to or substantially concurrently with received a Notice of Borrowing in respect of the effectiveness of this Amendment, a prepayment of 2016-2 Tranche B-3 Term B-4 Loans in an aggregate principal amount accordance with Section 2.3 of $250,000,000the Amended Credit Agreement.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date (the “Amendment No. 6 5 Effective Date”) that the following conditions have been satisfied: (a) the Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each Loan Party; (b) the Agent shall have received (x) a counterpart of this Amendment, executed and delivered by any the (i) 2016-2 Additional 2017-1 Term B-4 Lender, (ii) 2016-2 Additional 2017-1 Term B-5 Lender or Additional 2017and (iii) 2016-1 Additional Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any the 2016-2 Additional 2017-1 Term B-4 Lender, the 2016-2 Additional 2017-1 Term B-5 Lender or Additional 2017and the 2016-1 Additional Term B-6 Lender shall be deemed to have consented to this Amendment; (c) the Agent shall have received an executed Joinder entered into by any Additional 2017the 2016-1 Additional Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any the 2016-2 Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any the 2016-2 Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 5 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 5 Effective Date or, if applicable, that no modifications have been made to such documents since since, with respect to (aa) the subsidiaries of Albertsons Companies, LLC that are Subsidiary Guarantors and Safeway Inc. and the subsidiaries of Safeway Inc. that are Subsidiary Guarantors, January 30, 2015, (bb) Albertsons Companies, LLC, December 2321, 20162015, (cc) New ▇▇▇▇▇▇▇▇▇’▇, Inc. and its subsidiaries that are Subsidiary Guarantors (other than ASP Realty, LLC, Giant of Salisbury, Inc. and Collington Services LLC), December 21, 2015, (dd) ASP Realty, LLC, January 28, 2016 and (ee) Giant of Salisbury, Inc. and Collington Services LLC, November 16, 2016 (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 5 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 5 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the The Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 5 (20172016-12) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 5 (20172016-12) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 5 (20172016-12) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 5 (20172016-12) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (ji) subject Subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 5 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 5 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 5 Effective Date;; and (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000.

Conditions to Effectiveness of Amendment. This Amendment shall become ----------------------------------------- be effective on the date (the “Amendment No. 6 Effective Date”) that upon satisfaction of the following conditions precedent: 2.1. This Amendment shall have been satisfied:executed and delivered by Agent, the Lenders, Borrower and Guarantor; (a) the 2.2. The representations and warranties contained herein shall be true and correct in all respects; 2.3. Agent shall have received a counterpart of this Amendment, duly executed Acknowledgment and delivered by a duly authorized officer of each Loan PartyConsent from the Guarantor; (b) the Agent shall have received (x) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from 2.4. Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment; (c) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received copy of a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇consulting agreement between ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLPand Borrower, counsel which shall be in form and substance satisfactory to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the 2.5. Agent shall have received (i) a an executed copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) capital call agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇among ▇▇▇▇▇ ▇▇▇▇▇▇ , Borrower and Agent, which shall be in form and substance satisfactory to Agent; 2.6. Ableco shall have received, for the ratable benefit of the Term Lenders, an amendment fee from Borrower equal to $352,000 which shall be earned in full and due payable on the date hereof and such fee shall be netted from the proceeds of the Term Loan funded on July 9, 2004; 2.7. The Agent shall have received, for the ratable benefit of the Revolving Lenders, an amendment fee from Borrower equal to $75,000 which shall be earned in full and due and payable on the date hereof; 2.8. Agent shall have received a copy of resolutions of Borrower certified by the secretary of Borrower as duly adopted, which resolutions approve the transactions contemplated by this Amendment; 4 2.9. Agent and Lenders shall have received an opinion from Borrower's counsel as to the transactions contemplated by this Amendment, in form and substance satisfactory to Lenders; and 2.10. Agent and Lenders have received a final copy of that certain Duff & ▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) abovevaluation of Borrower's voting common stock, the conditions precedent set forth which shall be in Section 4.2 of the Term Loan Agreement shall have been satisfied both before form and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably substance satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000Lenders.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on 2.1 The effectiveness of the date (the “amendments set forth in this Amendment No. 6 Effective Date”) that is subject to the prior or simultaneous fulfillment of the following conditions have been satisfiedconditions: (a) the The Agent shall have received a counterpart of this Amendment, Amendment No. 6 executed and delivered by (i) a duly authorized officer or officers of the Company and (ii) each Loan Partyof the Required Lenders; (b) the The Agent shall have received (x) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting such other documents as it shall have reasonably requested consistent with the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendmentterms hereof; (c) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the The representations and warranties made by any Loan Party set forth in or pursuant to the Financing Agreements Section 3 hereof shall be, after giving effect to this Amendment, be true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date; (d) Holders of Indebtedness under each Covenant Credit Facility shall have executed, except to the extent required by each such representations and warranties expressly relate Covenant Credit Facility, waivers or amendments to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that credit facilities satisfactory to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true Agent and correct in all respects; provided, further that each reference the Required Lenders containing amendments to the Term Loan Agreement therein shall be deemed covenants and related definitions in such credit facilities identical to be a reference to the Term Loan Agreement after giving effect to those set forth in this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse EffectAmendment No. 6; (e) The Agent shall have received a non-refundable amendment fee, for the pro-rata benefit of the Lenders, equal to $62,500 (1/8 of 1%); (f) The Agent shall have received (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, payment of all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented of its out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to including the reasonable and documented fees and expenses of its counsel ▇▇▇▇▇▇ , ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); , LLP incurred in connection with the Agreement and this Amendment No. 6 and (jii) subject confirmation that all reasonable fees and expenses due to subsection Ernst & Young Restructuring LLC (h"E&Y") aboveand O'Melveny & ▇▇▇▇▇, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect LLP to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made;paid; and (mg) the The Agent shall have received a Committed Loan Notice for the Term Loans;Projections. (n) 2.2 The date on which the Agent shall have received, at least five (5) Business Days prior to conditions set forth in Section 2.1 are satisfied is the "Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000".

Conditions to Effectiveness of Amendment. This The Bank’s willingness to agree to the amendments set forth in this Amendment shall become effective on is subject to the date prior satisfaction of the following conditions: 1. Execution by all parties and delivery to the Bank of this Amendment, including the attached Consent of Guarantor, the Restated Note, and an Incumbency Certificate. MEDPACE INTERMEDIATECO, INC., a Delaware corporation (the “Guarantor”) consents to the provisions of the foregoing Amendment No. 6 Effective Date9 to Loan Documents (the “Amendment”) that the following conditions have been satisfied: and all prior amendments (if any) and confirms and agrees that: (a) the Agent shall have received a counterpart Guarantor’s obligations under its Guaranty Agreement dated as of this September 30, 2019 (the “Guaranty”), relating to the Obligations referenced in the Amendment, executed and delivered shall be unimpaired by a duly authorized officer of each Loan Party; the Amendment; (b) the Agent shall have received (x) a counterpart Guarantor has no defenses, set offs, counterclaims, discounts or charges of this Amendmentany kind against the Bank, executed its officers, directors, employees, agents or attorneys with respect to the Guaranty; and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment; (c) all of the Agent shall have received an executed Joinder entered into terms, conditions and covenants in the Guaranty remain unaltered and in full force and effect and are hereby ratified and confirmed and apply to the Obligations, as modified by the Amendment. The Guarantor certifies that all representations and warranties made in the Guaranty are true and correct. The Guarantor hereby confirms that any Additional 2017-1 Term B-6 Lendercollateral for the Obligations, Holdings and the Borrowersincluding liens, security interests, mortgages, and acknowledged pledges granted by the Agent; Guarantor or third parties (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable), as of a recent date by the Secretary of State of the state of its organization, shall continue unimpaired and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, shall cover and (C) as secure all of the Guarantor’s existing and future Obligations to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned Bank, as modified by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) aboveBy signing below, the conditions precedent set forth in Section 4.2 of Guarantor agrees that this Consent, the Term Guaranty, the other Loan Agreement shall have been satisfied both before Documents, any amendments thereto and after giving effect to any other information, notice, signature card, agreement or authorization related thereto (each, a “Communication”) may, at the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially Bank’s option, be in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment Noan electronic record. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have receivedAny Communication may, at least five (5) Business Days prior to the Amendment NoBank’s option, be signed or executed using electronic signatures. 6 Effective DateFor the avoidance of doubt, all documentation and other information required by regulatory authorities the authorization under applicable “know your customer” and anti-money laundering rules and regulations includingthis paragraph may include, without limitation, use or acceptance by the PATRIOT Act, that Bank of a manually signed paper Communication which has been reasonably requested converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention. The Guarantor acknowledges and agrees that the methods for delivering Communications, including notices, under the Guaranty and the other Loan Documents include electronic transmittal to any electronic address provided by the Lenders at least 10 days prior any party to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect other party from time to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000time.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date (the “Amendment No. 6 7 Effective Date”) that the following conditions have been satisfied: (a) the Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each Loan PartyParty (as defined in the Existing Term Loan Agreement); (b) the Agent shall have received (x) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (yi) Consents from Lenders constituting the Required LendersReplacement 2018 Term B-7 Lenders and/or (ii) executed Joinders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment; (c) the Agent shall have received an executed Joinder each entered into by any an Additional 2017-1 2018 Term B-6 B-7 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (fc) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (Ai) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (Bii) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (gd) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority (as defined in the Existing Term Loan Agreement) and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 7 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 7 Effective Date or, if applicable, that no modifications have been made to such documents since December 23June 27, 20162017, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (he) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 7 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 7 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further further, that each reference to the Existing Term Loan Agreement therein shall be deemed to be a reference to the Existing Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default (each as defined in the Existing Term Loan Agreement) shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse EffectEffect (as defined in the Existing Term Loan Agreement); (if) the Parent Borrower shall have paid (or have caused to be paid), (ai) to the Amendment No. 6 (2017-1) 7 Arrangers (as defined hereinbelow) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) 7 Arrangers in connection with arranging Term Loans (as defined in the Existing Term Loan Agreement) as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) 7 Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) 7 Arrangers and the Agent in connection with this Amendment and the transaction transactions contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (jg) subject to subsection (he) above, the conditions precedent set forth in Section 4.2 of the Existing Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowingborrowing of Replacement 2018 Term B-7 Loans; (kh) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Existing Term Loan Agreement; (li) if requested by the Agent, the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens (as defined in the Existing Term Loan Agreement) on the assets of the Loan Parties, except for Permitted Liens (as defined in the Existing Term Loan Agreement) and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 7 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (mj) the Agent shall have received a Committed Loan Notice (as defined in the Existing Term Loan Agreement) for the Replacement 2018 Term B-7 Loans; (nk) the Agent shall have received, at least five (5) Business Days (as defined in the Existing Term Loan Agreement) prior to the Amendment No. 6 7 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days ten (10) Business Days prior to the Amendment No. 6 7 Effective Date; (ol) to the extent any Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”) and at least five (5) Business Days prior to the Amendment No. 7 Effective Date, such Borrower shall deliver to each Lender that so requests (which request is made through the Agent), a certification regarding beneficial ownership required by the Beneficial Ownership Regulation (the “Beneficial Ownership Certification”) in relation to such Borrower; provided that the Agent has provided such Borrower a list of each such Lender and its electronic delivery requirements at least ten (10) Business Days prior to the Amendment No. 7 Effective Date; (m) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged PropertyProperty (as defined in the Existing Term Loan Agreement), and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Existing Term Loan Agreement and the applicable provisions of the Collateral DocumentsDocuments (as defined in the Existing Term Loan Agreement); and (pn) the Agent Paydown shall have received, been consummated prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000.

Conditions to Effectiveness of Amendment. This Amendment The effectiveness of the amendments set forth in Section 2 hereof shall become effective occur on the date of the satisfaction of the following conditions precedent (such date, the “Amendment No. 6 Effective Date”) that the following conditions have been satisfied:): (a) (i) the Borrowers, each other Loan Party and the Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by counterparts of this Amendment to the Administrative Agent, (ii) each Exchanging Revolving Lender shall have executed and delivered to the Administrative Agent a duly authorized officer of Revolving Lender Consent, and (iii) each Loan PartyAdditional Revolving Lender, the Borrower Representative and the Administrative Agent shall have executed and delivered to the Administrative Agent a Revolving Credit Facility Joinder; (b) the Administrative Agent shall have received (x) a counterpart of this Amendmentthe Collateral Documents and other documentation identified on Schedule A-1 hereto, executed in each case in form and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting substance reasonably acceptable to the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this AmendmentAdministrative Agent; (c) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party contained in or pursuant to the Financing Agreements Section 7 of this Amendment shall be, after giving effect to this Amendment, be true and correct in all material respects as if made on (and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent if any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true materiality) on and correct in all respects; provided, further that each reference to as of the Term Loan Agreement therein shall be deemed to be a reference to Amendment Effective Date; (d) at the Term Loan Agreement time of and immediately after giving effect to this Amendment; Amendment and the transactions occurring on the Amendment Effective Date (ii) after giving effect to this Amendmentincluding the incurrence of the Incremental Revolving Facility), no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effectexists; (ie) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Administrative Agent shall have received a solvency certificate certificate, in form and substance reasonably acceptable to the Administrative Agent, dated the Amendment Effective Date and signed by the Chief Financial a Responsible Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, Borrower Representative (i) a notice about special flood hazard area status confirming compliance with the conditions set forth in Sections 5(c) and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto5(d) hereof, and (ii) evidence certifying that the Incremental Revolving Commitments incurred hereunder are permitted to be incurred pursuant to clause (z) of flood insurance as required by Section 9.4 2.14(a) of the Term Loan Existing Credit Agreement and setting forth the applicable provisions of the Collateral Documents; and information and computations (pin sufficient detail) the Agent shall have received, prior required in order to or substantially concurrently establish pro forma compliance with the effectiveness requirements of this Amendmentsuch clause, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000.(iii) certifying that Orion Engineered Carbons Holdco S.A.S. (“Carbons Holdco”) and

Conditions to Effectiveness of Amendment. This The effectiveness of the amendments and consents pursuant to this Amendment (other than the provisions of Sections 7, 8 and 10 which shall become be effective on immediately) shall be subject to the date (the “Amendment No. 6 Effective Date”) that satisfaction of each of the following conditions have been satisfiedprecedent: (a) the Agent Lender shall have received a counterpart an executed original or executed original counterparts of this AmendmentAmendment (as the case may be), duly authorized, executed and delivered by a duly authorized officer of each Loan Partythe respective party or parties hereto; (b) the Agent Lender shall have received (x) a counterpart of this Amendmentreceived, in form and substance satisfactory to Lender, evidence that the DPL Purchase Agreements have been duly authorized, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender and to the appropriate parties thereto and that the transactions contemplated under the terms and conditions of the DPL Purchase Agreements have been consummated prior to or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting contemporaneously with the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to execution of this Amendment; (c) the Agent Lender shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 received, in form and substance satisfactory to Lender, Holdings evidence that the Reunion DPL Subordinated Note in the original principal amount of $750,000 has been duly authorized, executed and delivered by ORC and that ORC has received from or on behalf of Reunion, cash or other immediately available funds in the Borrowers, and acknowledged aggregate principal amount of $750,000 constituting the proceeds of the loan made by Reunion to ORC evidenced by the AgentReunion DPL Subordinated Note in the original principal amount of $750,000; (d) the Agent Lender shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 received, in form and substance satisfactory to Lender, Holdings a letter agreement from Reunion in favor of Lender, acknowledging that the indebtedness owed to Reunion by ORC evidenced by the Reunion DPL Subordinated Notes is included in the "Junior Debt" as defined under the Subordination Agreement, dated February 2, 1996, between Lender and the Reunion, as acknowledged by Borrowers, duly authorized, executed and acknowledged delivered by the Agent;Reunion and Borrowers; and (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall exist or have occurred and no event or condition shall have occurred or exist that has which with notice or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (passage of time or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses both would constitute an Event of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000Default.

Conditions to Effectiveness of Amendment. This Amendment The effectiveness of the amendments set forth in Section 2 hereof shall become effective occur on the date of the satisfaction of the following conditions precedent (such date, the “Ninth Amendment No. 6 Effective Date”) that the following conditions have been satisfied:): (a) the Agent Borrower Representative, each other Loan Party (other than Loan Parties incorporated in Korea) and the New Term Lenders (which, for the avoidance of doubt, shall have received a counterpart be the Required Lenders (which for the purpose of this Amendment, Amendment shall exclude Required Lenders under paragraph (c) of such definition in the Existing Credit Agreement) have executed and delivered by counterparts (or, as applicable, a duly authorized officer of each Loan PartyLender Consent or a Joinder) to this Amendment to the Administrative Agent; (b) each of the Agent shall have received (x) a counterpart representations and warranties contained in Section 9 of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender Amendment shall be deemed to have consented to this Amendmenttrue and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Ninth Amendment Effective Date; (c) at the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings time of and immediately after giving effect to this Amendment and the Borrowerstransactions occurring on the Ninth Amendment Effective Date, and acknowledged by the Agentno Default or Event of Default exists; (d) the Administrative Agent shall have received an executed Joinder entered into a certificate dated the Ninth Amendment Effective Date and signed by any Additional 2017-1 Term B-5 Lendera Responsible Officer of the Borrower Representative, Holdings confirming compliance with the conditions set forth in Sections 7(b) and the Borrowers, and acknowledged by the Agent7(c) hereof; (e) the Administrative Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and a solvency certificate dated as of the Borrowers, and acknowledged by Ninth Amendment Effective Date in substantially the Agentform of Exhibit H of the Amended Credit Agreement from a Financial Officer of the Parent certifying as to the matters set forth therein; (f) the Administrative Agent shall have received received, on behalf of itself and the Lenders on the Ninth Amendment Effective Date, a customary legal written opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to for the Parent, the Borrowers and each other Loan Parties and Party (A) dated the Ninth Amendment Effective Date, (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Administrative Agent, the Amendment Arrangers and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and the Term LendersAmendment Arrangers covering such matters relating to this Amendment; (g) the Agent each Amendment Arranger shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date fees and expenses agreed to by the Secretary of State of Borrowers or the state of its organization, Borrower Representative that are due and a certificate as payable to each such Amendment Arranger on or before the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Ninth Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the each case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that notified to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, Representative at least five three (53) Business Days prior to the Ninth Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (ph) the Agent Term Borrowers shall have receivedapplied, prior to or substantially concurrently with the effectiveness exchange of this Amendmentthe Exchanged Term Loans with Refinancing Term Loans, a prepayment the Net Proceeds of 2016-2 the Refinancing Term B-4 Loans (if any), together with cash on hand, to prepay in an aggregate full the outstanding principal amount of $250,000,000all Non-Exchanged Term Loans, to pay accrued and unpaid interest payable on all Existing Term Loans to (and excluding) the Ninth Amendment Effective Date, and (if applicable) to pay amounts owing on the Non-Exchanged Term Loans under Section 3.06 of the Existing Credit Agreement, in each case as of the Ninth Amendment Effective Date.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective on and the date (obligation of the “Amendment No. 6 Effective Date”) that Banks to make Revolving Credit Loans under their increased Commitments is subject to the satisfaction of the following conditions have been satisfiedconditions: (aA) Replacement Revolving Credit Notes in the principal amount of the increased Commitments shall have been delivered to the Banks; (B) The representations and warranties of the Borrower contained in Article 5 of the Credit Agreement shall be true as though such representations and warranties had been made today, except (i) for representations and warranties which expressly relate solely to an earlier date or time, which representations and warranties shall continue to be true as of the specific dates or times referred to therein and (ii) as indicated on the updated Credit Agreement disclosure schedules attached hereto; (C) The Borrower shall have performed and complied with all covenants and conditions of the Credit Agreement as amended hereby; (D) No Event of Default or Potential Default shall have occurred and be continuing or shall exist; (E) No Material Adverse Change in the Borrower or any of its Subsidiaries shall have occurred since the date of the Borrower's financial statements most recently reviewed by the Banks; (F) The Borrower shall have delivered to the Agent shall have received for the benefit of each Bank a counterpart certificate of the Secretary or Assistant Secretary of the Borrower, certifying as to (i) all action taken by the Borrower in connection with this Amendment, executed the replacement Revolving Credit Notes, and delivered by a duly any related Loan Documents (collectively, the "Amendment Documents"); (ii) the names of the officer or officers authorized officer to sign this Amendment, the replacement Revolving Credit Notes, and the related Loan Documents; and (iii) the absence of each Loan Partyany changes in the certificate of incorporation and bylaws of the Borrower as they were in effect on March 31, 1997, the Closing Date under the Credit Agreement; (bG) The Borrower shall have delivered to the Agent shall have received (x) for the benefit of each Bank a counterpart written opinion of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment; (c) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from . ▇▇▇▇▇▇▇▇▇ Traurig LLP▇▇▇, California, Illinois, Massachusetts, and Texas general counsel to the Loan PartiesBorrower, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the corporate existence and good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on Borrower; the Amendment No. 6 Effective Date ordue authorization, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case enforceability of the BorrowersAmendment Documents; the absence of conflicts between the Amendment Documents and the organizational documents of the Borrower, the borrowings hereunderapplicable laws, and that other debt obligations of the Borrower; the absence of material litigation or claims against the Borrower; and such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) other matters as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) aboveAgent may reasonably request; (hH) The Borrower shall have delivered to the Agent shall satisfactory evidence that the "Majority Holders" under the Alco Note have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant consented to the Financing Agreements shall beincrease in the amount of "Superior Debt" permitted under the Alco Note to $125,000,000, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier timeplus interest; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect;and (iI) the Parent The Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available fundsAgent, for itself and for the account of the Banks, all commitment and other fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent due in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the upon that date (the “Amendment No. 6 Effective Date”) that when each of the following conditions have has been satisfiedmet: (a) The Senior Secured Five Year Notes and related documents shall provide for the payment of a portion of the proceeds of the issuance of the Senior Secured Five Year Notes directly by the trustee for the noteholders thereof to the Agent as a prepayment in such amount of the Revolving Credit Loans and Swing Loans, if any, outstanding, and the Senior Secured Five Year Notes and related documents shall have received a counterpart substantially conform to the Summary of Terms accompanying this AmendmentAmendment as Exhibit A and the Description of Notes in the preliminary offering memorandum for the Senior Secured Five Year Notes; provided that any changes or additions to covenants, executed and delivered terms or conditions of the Senior Secured Five Year Notes from those set forth in such Exhibit or preliminary Description of Notes shall not be materially more restrictive to any of the Loan Parties than those of the Credit Agreement as amended hereby (as determined by a duly authorized officer of each Loan Partythe Agent in its reasonable discretion); (b) The Senior Secured Five Year Notes shall have been issued in a principal amount not less than $600,000,000 and a portion of the proceeds of the Senior Secured Five Year Notes shall be paid directly by the issuer thereof to the Agent shall have received (x) as a counterpart prepayment in such amount of this Amendmentthe Revolving Credit Loans and Swing Loans, executed and delivered by any Additional 2017-1 Term B-4 Lenderif any, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment;outstanding. (c) the The Loan Parties, Agent and Lenders, as appropriate shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and delivered replacement promissory notes substantially in the Borrowersform of Exhibits 1.1(R) and 1.1(S)(2) (reflecting the revised Commitments), and acknowledged by an amended and restated Security Agreement in substantially the Agent;form attached hereto as Exhibit 1.1(S)(1). (d) There shall have been delivered to the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lenderfor the benefit of each Lender written opinions of (i) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Holdings Esquire, in house counsel to the Loans Parties and the Borrowers, and acknowledged by the Agent; (eii) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect New York counsel to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (Parties, in each case dated as of a the date reasonably satisfactory of issuance of the Senior Secured Five Year Notes substantially similar in scope to the Agent) indicating opinion letter received in connection with the absence Credit Agreement, including no conflict of Liens on this Amendment with the assets terms of existing or new indebtedness of the Loan Parties and no conflict between the terms of the Senior Secured Five-Year Notes and existing indebtedness of the Loan Parties, except for Permitted Liens and Liens for which termination statements otherwise in form and releases, satisfactions and releases or subordination agreements substance reasonably satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory and its counsel and covering such matters relating to the Agent for Loan Parties and the delivery of such termination statements and releasesLoan Documents, satisfactions and discharges have been made; (m) including this Amendment, as the Agent shall have received a Committed Loan Notice for the Term Loans;reasonably request. (ne) The representations and warranties of the Agent Loan Parties contained in Section 5 [Representations and Warranties] of the Credit Agreement as amended hereby and in the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Effective Senior Secured Five Year Notes Date (such term being used in this Clause (e) as defined at Section 1(e) hereof) (except representations and warranties which expressly relate solely to an earlier date or time, which representations and warranties shall be true and correct in all material respects on and as of the specific dates or times referred to therein); no Event of Default or Potential Default shall have receivedoccurred and be continuing or shall exist; and, at least five (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and Hovnanian make the following additional representations and warranties each Loan Party relating thereto, of which shall be true and (ii) evidence of flood insurance correct as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000.Effective Senior Secured Five Year Notes Date:

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective on is subject solely to the date satisfaction or waiver of each of the following conditions (the “Amendment No. 6 12 Effective Date Conditions”; and the date on which such conditions are satisfied or waived, the “Amendment No. 12 Effective Date”) that the following conditions have been satisfied:): (a) the The Administrative Agent shall have received (i) from each Existing Tranche B-6 Term Loan Lender with a counterpart Tranche B-8 Term Loan Commitment and from the Additional Tranche B-8 Term Loan Lenders having Additional Tranche B-8 Term Loan Commitments equal in principal amount to the amount of this AmendmentExisting Tranche B-6 Term Loans held by Non-Consenting Existing Tranche B-6 Term Loan Lenders and Post-Closing Option Tranche B-8 Lenders, executed (ii) from the Administrative Agent, and delivered by a duly authorized officer of (iii) from the Borrowers and each Loan Party; (b) the Agent shall have received Guarantor, either (x) a counterpart of this AmendmentAmendment signed on behalf of such party (including, executed and delivered by any Additional 2017for the avoidance of doubt, in each case of a Cashless Option Tranche B-8 Lender or Post-1 Term B-4 Closing Option Tranche B-8 Lender, Additional 2017-1 Term B-5 Lender an executed counterpart substantially in the form of Exhibit A hereto) or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting written evidence satisfactory to the Required Lenders, provided Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to such party has signed a counterpart of this Amendment; (b) The Borrowers shall have paid to all Existing Tranche B-6 Term Loan Lenders on the Amendment No. 12 Effective Date, substantially concurrently with the making of Tranche B-8 Term Loans under the Amended Credit Agreement, all accrued and unpaid interest on the Existing Tranche B-6 Term Loans to, but not including, the Amendment No. 12 Effective Date; (c) the The Administrative Agent shall have received an the executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Loan Parties Borrowers and (B) from Morris, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ Traurig LLP, Californiaas special Delaware counsel for the Borrowers. The Borrowers, Illinois, Massachusetts, the other Credit Parties and Texas the Administrative Agent hereby instruct such counsel to the Loan Parties, in each case addressed to the Agent and the Term Lendersdeliver such legal opinions; (gd) the Agent The Borrowers shall have received paid (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by Agents the Secretary of State of fees in the state of its organization, and a certificate as amounts previously agreed in writing to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect be received on the Amendment No. 6 12 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effectDate, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Administrative Agent shall have received a certificate of an authorized officer of the Parent Borrower dated and the Amendment No. 6 Effective Date certifying that (i) each 12 Arrangers, as applicable, all reasonable costs and expenses of the representations Administrative Agent and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date12 Arrangers, except to the extent such representations and warranties expressly relate to an earlier timeas applicable, in for which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall invoices have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) been presented prior to the Amendment No. 6 12 Effective Date (2017-1) Arrangers (as defined herein) in immediately available fundsincluding, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoicedwithout limitation, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and out-of-pocket expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel for the Amendment No. 12 Arrangers and the Administrative Agent with respect thereto); (je) subject The Administrative Agent (or its counsel) shall have received (i) (A) a certificate of each of Holdings and the Borrowers, dated the Amendment No. 12 Effective Date, substantially in the form of Exhibit G to subsection the Credit Agreement, with appropriate insertions, executed by any Authorized Officer (hor in the case of Holdings any Director or authorized agent of Holdings) aboveand the Secretary or any Assistant Secretary of Holdings or the Borrowers (or in the case of Holdings any Director or authorized agent of Holdings), as applicable, and attaching the documents referred to in the following clause (B), and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrowers (or a duly authorized committee thereof) authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and (II) in the case of the Borrowers, the conditions precedent set forth in Section 4.2 extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrowers and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Term Loan Agreement Authorized Officers of Holdings and the Borrowers executing the Credit Documents to which it is a party or (ii) a certificate of Holdings on behalf of each Borrower, dated the Amendment No. 12 Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Closing Date to the documents delivered on the Closing Date pursuant to Sections 6.3 and 6.4 of the Credit Agreement; (f) The Administrative Agent shall have been satisfied both before received a Notice of Borrowing with respect to the Tranche B-8 Term Loans; (g) At the time of and immediately after giving effect to the Borrowing;Amendment, no Event of Default under Section 11.1 or Section 11.5 of the Credit Agreement shall have occurred and be continuing; and (kh) the The Administrative Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loanLife-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each the Mortgaged PropertyProperty and, and to if the extent any Mortgaged Property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard areaarea with respect to which flood insurance has been made available under the Flood Insurance Laws, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower Borrowers and each Loan the applicable Credit Party relating thereto, thereto and (ii) evidence of flood insurance to the extent required pursuant to the Credit Agreement all by the Amendment No. 12 Effective Date. Each Additional Tranche B-8 Term Loan Lender party hereto and each Cashless Option Tranche B-8 Lender and Post-Closing Option Tranche B-8 Lender by delivering its signature page to this Amendment or a Consent to Twelfth Amendment Agreement, as required by applicable, and providing its applicable Commitment on the Amendment No. 12 Effective Date (as applicable), shall be deemed to have accepted or been satisfied with (or waived) each condition set forth in this Section 9.4 3. The Administrative Agent shall notify the Lenders of the Term Loan Agreement Amendment No. 12 Effective Date upon the occurrence thereof, and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with such notice and the effectiveness of this AmendmentAmendment and the Amended Credit Agreement shall be conclusive and binding upon all of the Lenders and all of the other parties to the Credit Documents and each of their successors and assigns; provided that, a prepayment failure to give any such notice shall not affect the effectiveness, validity or enforceability of 2016this Amendment or the Amended Credit Agreement. The parties hereto, and each Cashless Option Tranche B-8 Lender and Post-2 Term B-4 Loans in an aggregate principal amount of $250,000,000Closing Option Tranche B-8 Lender, hereby agree that notwithstanding any other provision hereof, the Amendment No. 12 Effective Date is December 16, 2024.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on as of the date (first written above upon the “Amendment No. 6 Effective Date”) that satisfaction of each of the following conditions have been satisfiedprecedent: (a) the Each party hereto shall have executed and delivered this Amendment to Agent; (b) Agent shall have received a counterpart fully executed copy, in form and substance reasonably satisfactory to Agent, of this Amendment, executed and delivered by a duly authorized officer of each conforming amendment to the Revolving Loan Party; (b) the Agent shall have received (x) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this AmendmentAgreement; (c) the Agent shall have received an a fully executed Joinder entered into by any Additional 2017-1 Term B-6 Lendercopy, Holdings in form and the Borrowerssubstance satisfactory to Agent, of that certain First Amendment to Fee Letter between Agent and acknowledged by the AgentBorrower; (d) the Agent shall have received an a fully executed Joinder entered into copy, in form and substance satisfactory to Agent, of that certain Consent and Amendment No. 1 to Intercreditor Agreement by any Additional 2017-1 Term B-5 Lender, Holdings and between Agent and the Borrowers, and acknowledged by the Revolving Loan Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from evidence that ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to Advisory Group LLC has received from Borrower a refundable retainer in the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lendersamount of $75,000; (gf) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organizationreceived, including all amendments theretoin form and substance reasonably satisfactory to Agent, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy copies of resolutions duly adopted by of the board of directors (or other equivalent governing bodybody or member) of such Loan Party Borrower authorizing the execution, delivery and performance of this Amendment and, and the First Amendment to Fee Letter; (g) All proceedings taken in connection with the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing transactions contemplated by this Amendment on behalf of such Loan Party and countersigned by another officer as all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to the incumbency Agent and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) aboveits legal counsel; (h) the Agent shall have received a certificate payment of an authorized officer all fees payable to Agent and Lenders pursuant to the terms of the Parent Borrower dated Fee Letter, and all other fees, charges and disbursements of Agent and its counsel required to be paid pursuant to the Loan Agreement in connection with the preparation, execution and delivery of this Amendment No. 6 Effective Date certifying and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith that have been invoiced on or before the date hereof; and (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no No Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000continuing.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on as of the date (the “Amendment No. 6 Effective Date”) that first set forth above upon satisfaction of the following conditions have been satisfiedconditions: (a) the Administrative Agent shall have received a counterpart counterparts of this Amendment, Amendment duly executed and delivered by a duly authorized officer of the Borrower, the Administrative Agent, each Extending Tranche A Term Loan PartyLender, each Extending Tranche B Term Loan Lender and the Required Lenders; (b) the Administrative Agent shall have received received, for the account of each Lender executing this Amendment on or prior to March 25, 2003 an amendment fee equal to 0.250% of the sum of each such executing Lender's Revolving Credit Commitment and Term Loans then outstanding (x) a counterpart in respect of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 each such Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendmentan "Amendment Fee"); (c) the Agent Equity Investor or an Affiliate thereof shall have received contributed Senior Subordinated Notes in an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and aggregate principal amount of no less than $90,000,000 to the BorrowersBorrower in exchange for Series C Perpetual Preferred Stock, and acknowledged by such Senior Subordinated Notes shall have been delivered to the Agenttrustee in respect of the Senior Subordinated Note Indenture for cancellation; (d) the Agent Equity Investor or an Affiliate thereof shall have received contributed cash to the Borrower in an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agentamount of no less than $10,000,000 in exchange for Series C Perpetual Preferred Stock; (e) the Agent Line of Credit Agreement shall (i) have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings been amended with respect to its maturity as set forth in Exhibit B to this Amendment and (ii) conform to the Borrowers, and acknowledged by the Agent;other terms set forth in such Exhibit B; and (f) the Agent Borrower shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel paid to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) each Extending Tranche A Term Loan Lender a copy fee in an amount equal to 10.0% of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State portion (and only that portion) of the state of Tranche A Term Loan held by such Lender which had its organization, and a certificate as amortization extended pursuant to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority Sixth Amendment and (ii) each Extending Tranche B Term Loan Lender a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy fee in an amount equal to 10.0% of the by-laws or operating portion (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, and only that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing bodyportion) of the Tranche B Term Loan held by such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or Lender which had its amortization extended pursuant to the Financing Agreements shall be, after giving effect to this Sixth Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective on is subject to the date satisfaction of all the following conditions precedent (the first date on which such conditions have been satisfied being referred to herein as the “Sixth Amendment No. 6 Effective Date”) that the following conditions have been satisfied:): (a) The Administrative Agent (or its counsel) shall have received (i) a duly executed and completed counterpart hereof that bears the signature of the Borrower and each other Loan Party, (ii) a duly executed and completed counterpart hereof that bears the signature of the Administrative Agent and (iii) duly executed and completed counterparts hereof that bear the signature of all of the Lenders; (b) The Administrative Agent shall have received a counterpart an Acknowledgment and Confirmation in the form of this Amendment, executed and delivered by a duly Annex I hereto from an authorized officer of each Loan Party; (bc) the The Administrative Agent (or its counsel) shall have received (xi) a duly executed and completed counterpart of this Amendmentthe fee letter, to be dated as of the Sixth Amendment Effective Date (the “Sixth Amendment Fee Letter”), between the Administrative Agent and the Borrower, that bears the signature of the Borrower and (ii) a duly executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting completed counterpart of the Required Lenders, provided Sixth Amendment Fee Letter that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment; (c) bears the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and signature of the Borrowers, and acknowledged by the Administrative Agent; (d) the Administrative Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lendera perfection certificate (the “Perfection Certificate”), Holdings in form substantially consistent with the perfection certificate delivered in connection with the Closing Date, dated as of the Sixth Amendment Effective Date or as of a recent date (as required under the Fifth Amendment and Limited Waiver to Credit Agreement, dated as of September 2, 2022 (the Borrowers, and acknowledged by the Agent“Fifth Amendment”)); (e) the Agent Borrower shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and provided to the Borrowers, and acknowledged by Administrative Agent Lien searches from the AgentSecretary of State (or comparable state authority) of the jurisdictions of organization of each of the Loan Parties; (f) the Agent shall have received a customary legal opinion Upon and after giving effect to this Amendment, (including no conflicts with i) all indentures and other material debt documents of the Parent Borrower representations and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLPwarranties set forth in Section 4 below and in the Amended Credit Agreement will be true and correct, counsel to the Loan Parties and (Bii) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lendersno Default or Event of Default shall exist; (g) the The Administrative Agent shall have received (i) a copy reimbursement of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-out of pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction other transactions contemplated hereby in accordance with Section 9.03 of the Credit Agreement NAI-1533756051v20 and (but limitedii) on behalf of itself, its Affiliates and each Lender for the account of each Lender that duly executes this Amendment on or prior to 9:00 a.m. New York time on November 21, 2022 (or such later date and time as notified by the Borrower in the case of legal fees and expenses, writing to the reasonable Lenders through the Administrative Agent), a fee equal to 1.00% of the aggregate outstanding principal amount of the Revolving Commitments and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP);Term Loans held by such Lender on the Sixth Amendment Effective Date; and (j) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the The Administrative Agent shall have received a solvency certificate signed by all documentation and other information about the Chief Financial Officer of Holdings substantially in the form attached Loan Parties as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence been reasonably satisfactory to the Agent (requested in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, writing at least five (5) Business Days prior to the Sixth Amendment No. 6 Effective Date, all documentation and other information Date by the Administrative Agent required by regulatory authorities under applicable Anti-Money Laundering Laws, including the USA PATRIOT Act and other “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000regulations.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date (the “Amendment No. 6 Effective Date”) that first Business Day on which each of the following conditions have been is satisfied: (a) the The Administrative Agent shall have received a counterpart (i) (I) from each Cashless Option Tranche B-1/B-3 Lender, (II) from Additional Tranche B-4 Term Loan Lenders having Additional Tranche B-4 Term Loan Commitments equal in principal amount to the sum of (x) the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-1/B-3 Term Loan Lenders plus (y) the principal amount of Existing Term Loans for which the “Post-Closing Settlement Option” was selected and (III) from each Revolving Credit Lender and 2020 Additional Revolving Credit Lender, which Lenders described in this clause (i) shall collectively constitute all Lenders after giving effect to this Amendment, executed (ii) from the Administrative Agent, and delivered by a duly authorized officer of each Loan Party; (biii) from the Agent shall have received Borrower and Holdings, either (x) a counterpart of this AmendmentAmendment (or, executed and delivered by any Additional 2017-1 Term B-4 Lenderin the case of such Cashless Option Tranche B-1/B-3 Lenders, Additional 2017-1 Term B-5 Lender a Consent to Amendment No. 7) signed on behalf of such party or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting written evidence satisfactory to the Required Lenders, provided Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid (or caused to have been paid) to (i) all Existing Term Loan Lenders on the Amendment No. 7 Effective Date, simultaneously with the making (or deemed making) of Tranche B-4 Term Loans under the Amended Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 7 Effective Date and (ii) all Non-Consenting Existing Tranche B-1/B-3 Term Loan Lenders and all Post-Closing Option Tranche B-1/B-3 Lenders on the Amendment No. 7 Effective Date, simultaneously with the making (or deemed making) of Tranche B-4 Term Loans under the Amended Credit Agreement, all outstanding principal of their Existing Term Loans as of the Amendment No. 7 Effective Date; (c) the The Administrative Agent shall have received an the executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇& ▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas special counsel to the Loan Credit Parties. The Borrower, in each case addressed to the Agent Holdings and the Term LendersAdministrative Agent hereby instruct such counsel to deliver such legal opinion; (gd) the Agent The Borrower shall have received paid (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date 7 Arrangers and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Tranche B-4 Term Loan Party as Lenders the fees in effect the amounts previously agreed in writing to be received on the Amendment No. 6 7 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Administrative Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable costs and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limitedincluding, in the case of legal fees and expenses, to without limitation the reasonable fees, charges and documented fees and expenses disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) above, counsel for the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before Administrative Agent and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to 7 Arrangers) of the Administrative Agent for the delivery of such termination statements and releases, satisfactions and discharges which invoices have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days presented prior to the Amendment No. 6 7 Effective Date; (e) The representations and warranties set forth in Section 3 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Amendment No. 7 Effective Date, all substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing this Amendment and the other Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 7 Effective Date or a recent date prior thereto; (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-4 Term Loans in accordance with Section 2.3 of the Amended Credit Agreement; (h) The Administrative Agent shall have received a certificate of the Borrower certifying that after giving effect to the incurrence of the Tranche B-4 Term Loan Commitments, the Borrower has not incurred Indebtedness pursuant to Section 2.14 and Section 10.1(x) of the Credit Agreement in excess of the Maximum Incremental Facilities Amount, calculated in accordance with the terms of the Credit Agreement; (i) The Administrative Agent shall have received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager or any other senior financial officer of the Borrower to the effect that after giving effect to the transactions contemplated by this Amendment, the Borrower on a consolidated basis with its Restricted Subsidiaries is Solvent; (j) The Tranche B-4 Term Loan Lenders shall have received prior to the Amendment No. 7 Effective Date such documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by such Lender at least 10 days prior to the Amendment No. 7 Effective Date and as required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations regulations, including, without limitation, the PATRIOT Patriot Act; and (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and any Tranche B-4 Term Loan Lender has provided its electronic delivery requirements, that has been reasonably requested by such Lender requesting a Beneficial Ownership Certification in writing to the Lenders Borrower at least 10 days prior to the Amendment No. 6 7 Effective Date shall have received prior to the Amendment No. 7 Effective Date; (o) , a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and Beneficial Ownership Certification in relation to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000Borrower.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on The effectiveness of this Incremental Amendment, including the obligation of the 2018 Incremental Term B Lender to make a 2018 Incremental Term B Loan, is subject to the satisfaction or waiver of the following conditions (the date (of such satisfaction or waiver of such conditions being referred to herein as the “2018 Incremental Amendment No. 6 Effective Date”) that the following conditions have been satisfied:): (a) the The Administrative Agent shall have received a counterpart of this Amendment, Incremental Amendment executed and delivered by a duly authorized officer of the Borrower, each other Loan Party;Party and the 2018 Incremental Term B Lender (which constitutes Required Lenders under the Credit Agreement). (b) the The Administrative Agent shall have received received, on behalf of itself and the 2018 Incremental Term B Lender, customary legal opinions, customary officer’s closing certificates, organizational documents, customary evidence of authorization and good standing certificates in jurisdictions of formation or organization, in each case, with respect to the Borrower and the other Loan Parties. Subject to clause (xl) a counterpart of this AmendmentSection 3, all documents and instruments required to create and perfect the Administrative Agent’s security interests in the Collateral shall have been executed and delivered by any Additional 2017-1 Term B-4 Lenderthe Borrower and the Guarantors (or, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender where applicable, the Borrower and (ythe Guarantors shall have authorized the filing of financing statements under the Uniform Commercial Code) Consents from Lenders constituting the Required Lendersand, provided that any Additional 2017-1 Term B-4 Lenderif applicable, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment;in proper form for filing. (c) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a A certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy Responsible Officer of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each the conditions in clauses (h), (j) and (k)(ii) of this Section 3 have been satisfied and (ii) the 2018 Incremental Term B Loans are being incurred in reliance on Section 2.17(a)(iii) of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to Existing Credit Agreement. (d) To the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that documentation has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers not previously been delivered in connection with arranging the funding of the Initial Term B Loans as separately agreed to in writing by Holdings under the Existing Credit Agreement, the Administrative Agent and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the 2018 Incremental Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent B Lender shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five three (53) Business Days business days prior to the 2018 Incremental Amendment No. 6 Effective Date, all documentation and other information required with respect to the Loan Parties by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations includingregulations, including without limitation, limitation the USA PATRIOT Act, that has been Act to the extent reasonably requested in writing by the Lenders Administrative Agent or the 2018 Incremental Term B Lender at least 10 ten (10) business days prior to the 2018 Incremental Amendment No. 6 Effective Date;. To the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), at least three (3) business days prior to the 2018 Incremental Amendment Effective Date, the 2018 Incremental Term B Lender that has requested, in a written notice to the Borrower at least ten (10) business days prior to the 2018 Incremental Amendment Effective Date, a beneficial ownership certification as required by the Beneficial Ownership Regulation in relation to the Borrower shall have received such beneficial ownership certification. (oe) a completed “life All fees and expenses (in the case of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Propertyexpenses, and to the extent any Mortgaged Property is located in a special flood hazard area, invoiced at least three (i3) a notice about special flood hazard area status and flood disaster assistance duly executed business days prior to the 2018 Incremental Amendment Effective Date (except as otherwise reasonably agreed by the Parent Borrower and each Loan Party relating theretoBorrower)), and required to be paid on the 2018 Incremental Amendment Effective Date, shall have been paid, or shall be paid substantially concurrently with, the borrowing of the 2018 Incremental Term B Loans. (iif) evidence The Administrative Agent shall have received a Borrowing Request in respect of flood insurance the 2018 Incremental Term B Loans as required by Section 9.4 2.03 of the Term Loan Agreement Existing Credit Agreement. (g) The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower, in substantially the form of Exhibit G to the Existing Credit Agreement, certifying that the Borrower and its subsidiaries, on a consolidated basis after giving effect to the Transactions, are solvent. (h) The Acquisition and the applicable provisions other Transactions shall have been, or shall substantially concurrently with the initial funding of the Collateral Documents2018 Incremental Term B Loans be, consummated in all material respects in accordance with the terms of the Acquisition Agreement without any amendments, waivers or consents that are materially adverse to the interests of the 2018 Incremental Term B Lender or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. as the lead arranger and bookrunner (the “Lead Arranger”) for the 2018 Incremental Term B Loans without the prior written consent (not to be unreasonably withheld, delayed or conditioned) of the Lead Arranger (it being understood and agreed that any amendment or waiver of the definition of Company Material Adverse Effect (as defined in the Acquisition Agreement), will be deemed to be materially adverse to the interests of the 2018 Incremental Term B Lender or the Lead Arranger). (i) Since December 31, 2017, there shall have been no Company Material Adverse Effect (as defined in the Acquisition Agreement). (j) As of the 2018 Incremental Amendment Effective Date, no Event of Default under clauses (a), (b), (h) or (i) of Section 7.01 of the Existing Credit Agreement is in existence immediately before or immediately after giving effect (including on a Pro Forma Basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof. (k) As of the 2018 Incremental Amendment Effective Date: (i)each of the representations made by Target in the Acquisition Agreement as are material to the interests of the 2018 Incremental Term B Lender shall be true and correct, but only to the extent that the failure to so be true and correct would provide the Borrower the right to terminate its obligations under the Acquisition Agreement, or the right to decline to consummate the Acquisition, as a result of a breach of such representations in the Acquisition Agreement; and (pii) the Agent representations and warranties of each of the Borrower and the Guarantors (after giving effect to the Transactions) set forth in Sections 3.01, 3.02, 3.03(b), (c) and (d), 3.09, 3.14, 3.17, 3.19 and 3.20 of the Existing Credit Agreement shall be true and correct. (l) The security interest that will be granted in Collateral of any entities that will become Guarantors in connection with the Transactions under the Loan Documents shall be created and perfected, to the extent that perfection therein may be perfected by the filing of a UCC financing statement, upon the creation and perfection of such security interest or the delivery of certificates evidencing equity interests; provided that any such certificated equity interests with respect to subsidiaries of the Target will be required to be delivered on the 2018 Incremental Amendment Effective Date only to the extent received from the Target after your use of commercially reasonable efforts to obtain such certificates. (m) The 2018 Incremental Term B Lender shall have receivedreceived (a) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Borrower and Target for the 2015, 2016 and 2017 fiscal years, and (b) unaudited consolidated balance sheet and related statement of income, stockholders’ equity and cash flow of the Borrower and the Target for each subsequent fiscal quarter ended at least 45 days prior to the 2018 Incremental Amendment Effective Date. The making of the 2018 Incremental Term B Loans by the 2018 Incremental Term B Lender shall conclusively be deemed to constitute an acknowledgement by the Administrative Agent and the 2018 Incremental Term B Lender that each of the conditions precedent set forth in this Section 3 shall have been satisfied in accordance with its respective terms or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000shall have been irrevocably waived by such Person.

Conditions to Effectiveness of Amendment. This The obligations of the Lenders herein and the effectiveness of the other provisions of this Amendment shall become effective on be subject to the date (the “Amendment No. 6 Effective Date”) that fulfillment of the following conditions have been satisfiedprecedent in a manner satisfactory to the Agent: (a) the The Agent shall have received a counterpart all the following (each of this Amendment, executed the following documents in form and delivered by a duly authorized officer of each Loan Party; (b) the Agent shall have received (x) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed substance satisfactory to have consented to this Amendment; (c) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent;): (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a A copy of the certificate or articles resolutions of incorporation or organizationthe Board of Directors of the Borrower, including all amendments theretodated on the date hereof, of each Loan Party, certified, if applicable, as of a recent date certified by the Secretary of State Assistant Secretary of the state of its organizationBorrower, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance by the Borrower of this Amendment andand any other document to be delivered pursuant hereto (collectively, in the case "AMENDMENT DOCUMENTS"); (ii) A certificate of the BorrowersSecretary or an Assistant Secretary of the Borrower, dated on the borrowings hereunderdate hereof, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this the officers of the Borrower authorized to sign the Amendment on behalf Documents, together with evidence of the incumbency of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) aboveSecretary or Assistant Secretary; (hiii) All consents, approvals, waivers, authorizations and orders of any courts or governmental authorities (including, without limitation, federal and state banking authorities) or third parties required in connection with the execution, delivery and performance by the Borrower of the Amendment Documents and the performance of the transactions contemplated hereby; and (iv) All other documents the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated may reasonably request with respect to any matter relevant to the Amendment No. 6 Effective Date certifying that Documents or the transactions contemplated hereby; (ib) each of the The representations and warranties made by any Loan Party contained in or pursuant to the Financing Agreements Credit Agreement, as amended hereby, shall be, after giving effect to this Amendment, be true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations date hereof and warranties expressly relate to an earlier time, in which case such representations on and warranties were true and correct in all material respects as of such earlier timethe date of actual execution and delivery hereof by the Borrower; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and (c) All corporate and correct in legal proceedings and all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed documents required to be a reference to completed and executed by the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendmentprovisions of, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably all instruments to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers executed in connection with arranging Term Loans as separately agreed to in writing the transactions contemplated by Holdings and the Amendment No. 6 (2017-1) Arrangers Documents and (b) any related agreements shall be satisfactory in form and substance to the extent invoicedAgent, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed all information and copies of all documents, including records of corporate proceedings, required by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O Amendment Documents and any related agreements to the Term Loan Agreement; (l) be executed or which the Agent shall may reasonably have received results of searches requested in connection therewith, such documents, where appropriate, to be certified by proper corporate or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000governmental authorities.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on as of the date first written above (the “Second Amendment No. 6 Effective Date”) that upon the satisfaction (or written waiver by Required Lenders) of the following conditions have been satisfiedprecedent: (a) the The Administrative Agent shall have received a counterpart of this Amendment, Amendment duly executed and delivered by a duly authorized officer of each the Lenders constituting the Required Lenders and the Loan PartyParties; (b) The Administrative Agent’s and the Agent shall have received Second Amendment Term Loan Lenders’ receipt of items (iii), (v) through (x) and (xii), below and the Lenders’ receipt of items (i), (ii), (iii), (iv) and (xii) below, each properly executed by a counterpart Responsible Officer of this Amendmentthe applicable Loan Party, each dated as of the Second Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Second Amendment Effective Date) and each in form and substance reasonably satisfactory to the Required Lenders and their respective legal counsel: (i) a Warrant (substantially in the form of Exhibit B attached hereto) (each an “Incremental Warrant”) issued to each Second Amendment Term Loan Lender, duly executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendmentan Authorized Officer of Holdings; (c) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a Note executed by the Borrower in favor of each Second Amendment Term Loan Lender requesting a Note in the amount of such Second Amendment Term Loan Lender’s Commitment with respect to the Second Amendment Term Loans being made by such Second Amendment Term Loan Lender; (iii) a Secretary’s certificate of a duly authorized officer of for each Loan Party dated the Amendment No. 6 Effective Date and certifying as to (A) that attached thereto is a true and complete copy copies of the by-laws or operating (or limited liability company) agreement all Organization Documents of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016attached thereto, (B) that attached thereto is a true and complete copy resolutions of resolutions duly adopted by the board Board of directors (Directors or equivalent governing body) of such Loan Party other organizational action authorizing the execution, delivery and performance of this Amendment and, and all Loan Documents to which such Loan Party is a party executed in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effectconnection herewith, and (C) as to incumbency of officers (including specimen signatures) evidencing the incumbency identity, authority and specimen signature capacity of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer Responsible Officer thereof authorized to act as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent Responsible Officer in connection with this Amendment and the transaction contemplated hereby other Loan Documents to which such Loan Party is a party executed in connection herewith; (but limitediv) certification from any applicable Governmental Authority as the Required Lenders may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the case failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certificates of legal fees good standing and expenses, qualification to the reasonable and documented fees and expenses engage in business in each applicable jurisdiction; (v) a favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, each addressed to the Administrative Agent and each Second Amendment Term Loan Lender and their successors and assigns, as to the matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vi) certificates of Responsible Officers of the Borrower Agent or the applicable Loan Parties either (A) identifying all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against each such Loan Party of this Amendment and Loan Documents to which it is a party executed in connection herewith, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (vii) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Incremental Warrants; (viii) a certificate signed by a Responsible Officer of the Borrower Agent certifying (A) that the conditions specified in Section 3(b) have been satisfied and (B) as to the matters described in Section 3(e); (jix) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer or the Chief Accounting Officer of Holdings substantially in the form attached as Exhibit O Borrower Agent certifying that, after giving effect to the Term entering into the Loan Agreement; Documents executed in connection with this Amendment and the consummation of all of the transactions set forth in this Amendment, (lA) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent Borrower is Solvent and (in each case dated as of a date reasonably satisfactory to the AgentB) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releasestaken as a whole, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been madeSolvent; (mx) a Borrowing Request with respect to the Agent shall have received a Committed Loan Notice for the Second Amendment Term Loans; (nxi) evidence satisfactory to the Required Lenders of the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the transactions set forth in this Amendment; and (xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent shall have received, or the Required Lenders may reasonably require. (i) So long as requested by any Second Amendment Term Loan Lender at least five (5) Business Days days prior to the Second Amendment No. 6 Effective Date, all the Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower and (ii) so long as requested by the Administrative Agent or any Second Amendment Term Loan Lender at least ten days prior to the Second Amendment Effective Date, the Borrower shall have provided to the Administrative Agent and each requesting Second Amendment Term Loan Lender the documentation and other information required by regulatory authorities under so requested in connection with applicable “know your customer” and antiAnti-money laundering rules and regulations includingMoney Laundering Laws or Anti-Corruption Laws, without limitation, including the PATRIOT Act. (d) The Borrower shall have paid the Amendment Fee in-kind to each Lender party hereto in accordance with Section 2(b) of this Amendment. (e) Any fees required to be paid on or before the Second Amendment Effective Date (including, for the avoidance of doubt, the Amendment Fee) shall have been, or concurrently with the satisfaction of the requirements in this Section 3, will be, paid. (f) The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent and the Second Amendment Term Loan Lenders to the extent invoiced prior to or on the Second Amendment Effective Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through such date (provided that has been reasonably requested such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent and the Second Amendment Term Loan Lenders, respectively). (g) The representations and warranties of the Loan Parties contained in Article VI of the Amended Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) on and as of the Second Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) as of such earlier date. (h) No Default or Event of Default shall have occurred and be continuing, or would result from the extension of the Second Amendment Term Loans or from the application of the proceeds thereof. (i) The Borrower shall have paid all fees, charges and disbursements of the Administrative Agent (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Lenders at least 10 days prior Borrower pursuant to the Amendment No. 6 Effective Dateterms of the Amended Credit Agreement; (oj) a completed “life The Borrower shall have paid all fees, charges and disbursements of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect Coliseum (including fees, charges and disbursements of Debevoise & ▇▇▇▇▇▇▇▇ LLP, as advisors to each Mortgaged Property, and Coliseum) required to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed be reimbursed or paid by the Parent Borrower pursuant to that certain Structuring Work Fee Letter, dated as of the date hereof, by and between the Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000Coliseum.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date (the “"Amendment No. 6 Effective Date”") that upon (a) payment by the following conditions have been satisfiedBorrower to the Agent for the account of the Lender of the first installment of the amendment fee in an amount equal to $25,000 and (b) receipt by the Agent of the following, each in form and substance satisfactory to the Agent: (ai) the Agent shall have received a counterpart counterparts of this Amendment, duly executed and delivered by a duly authorized officer of each Loan PartyBorrower; (bii) an Amended and Restated Revolving Credit Note in the Agent shall have received form attached hereto as Annex A duly executed by each Borrower; (xiii) a counterpart Term Note C in the form attached hereto as Exhibit B-4 duly executed by each Borrower; (iv) certified copies of this Amendmentthe articles of incorporation and bylaws of Mid Bus and Brutzer, each as in effect on the Amendment Effective Date, and with respect to the other Borrowers and the Guarantors, a certificate of an appropriate officer of such Borrowers and Guarantors to the effect that none of such documents relating to such Borrowers and Guarantors have been amended or otherwise modified since July 31, 1998, the date on which such documents were last delivered to Agent and Lender under the Loan Agreement; (v) certificates of incumbency and specimen signatures with respect to each of the officers of the Borrowers and the Guarantors who is authorized to execute and deliver the Loan Documents to which it is a party and each other certificate, agreement or other document to be executed by the Borrowers and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to Guarantors in connection with this Amendment; (cvi) a certificate evidencing the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings good standing of each of Mid Bus and Brutzer in the Borrowers, jurisdiction of its incorporation and acknowledged by the Agentin each other jurisdiction in which it is required to be qualified as a foreign corporation to transact business as presently conducted; (dvii) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents certificate of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇President of Collins or of ▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to ancial Officer that all representations and warranties of Borrowers set forth in the Loan Parties Documents are true and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy correct as of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, Default or Event of Default exists (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment), true and correct in all material respects Agent and Lender shall be satisfied as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations truth and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effectaccuracy thereof; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000.

Conditions to Effectiveness of Amendment. This Section 1 of this Amendment shall become effective on as of the date (the “Fourth Amendment No. 6 Effective Date”) that on which the following conditions have been satisfiedsatisfied or waived: (a) The Administrative Agent (or its counsel) shall have received (i) a duly executed and completed counterpart hereof that bears the signature of the Borrower and each other Loan Party, (ii) a duly executed and completed counterpart hereof that bears the signature of the Administrative Agent and (iii) a duly executed and completed counterpart hereof that bears the signature of each of the Lenders party hereto (comprising the Required Lenders); (b) The Administrative Agent shall have received a counterpart an Acknowledgment and Confirmation in the form of this Amendment, executed and delivered by a duly Annex I hereto from an authorized officer of each Loan Party; (b) the Agent shall have received (x) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment; (c) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the The Administrative Agent shall have received (i) a copy reimbursement of the certificate or articles reasonable and documented out of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing pocket expenses (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that invoiced no later than three Business Days prior to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (iiFourth Amendment Effective Date) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction other transactions contemplated hereby in accordance with Section 9.03 of the Credit Agreement and (but limitedii) on behalf of itself, in the case of legal its Affiliates and each Lender consenting to this Amendment, all fees and expensesowed to it, its Affiliates and/or such Lender on or prior to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP)date hereof; (jd) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the The Administrative Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O at least two (2) Business Days prior to the Term Fourth Amendment Effective Date all documentation and other information about the Loan Agreement; (l) the Agent Parties as shall have received results of searches or other evidence been reasonably satisfactory to the Agent (requested in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, writing at least five (5) Business Days prior to the Fourth Amendment No. 6 Effective Date, all documentation and other information Date by the Administrative Agent required by regulatory authorities under applicable Anti-Money Laundering Laws, including the USA PATRIOT Act and other “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documentsregulations; and (pe) the The Administrative Agent shall have received, prior received the Approved Budget in form and substance satisfactory to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000Administrative Agent and the Required Lenders.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on as of the date (the “Amendment No. 6 Effective Date”) that on which each of the following conditions have has been satisfied: (a) the Agent shall have received a counterpart counterparts of this AmendmentAmendment that, executed when taken together, bear the signatures of the Credit Parties and delivered by a duly authorized officer of each Loan Partyall the Lenders; (b) the Agent shall have received (x) a counterpart payment of any and all fees owing in connection with this Amendment, executed and delivered by any Additional 2017-1 Term B-4 including an amendment fee payable to each Lender in the amount of 15 basis points (0.15%) on the amount of such Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment’s Commitment; (c) to the extent invoiced, the Lenders, the Agent and the Book-Runner shall have received an executed Joinder entered into by payment or reimbursement of their out-of-pocket expenses in connection with this Amendment and any Additional 2017other out-1 Term B-6 Lenderof-pocket expenses of the Lenders, Holdings the Agent or the Book-Runner required to be paid or reimbursed pursuant to the Credit Agreement, including the reasonable fees, charges and the Borrowers, and acknowledged by disbursements of counsel for the Agent; (d) the Borrowers shall have delivered to the Agent such certificates of authorized officers of the Borrowers and the Guarantors, certificates of Governmental Authorities, certified copies of the certificates of incorporation, or formation, bylaws and operating agreements, as applicable, of the Borrowers and the Guarantors (or certified confirmation that no amendments, modifications or revisions have been to those previously certified and delivered to the Agent, as applicable), certified copies of resolutions of the directors, managers or members, as applicable of the Borrowers and the Guarantors and such other documents, instruments and agreements as the Agent shall have received an executed Joinder entered into by require to evidence the valid corporate existence and authority to conduct business of the Borrowers and the Guarantors and the due authorization, execution and delivery of this Amendment any Additional 2017-1 Term B-5 Lenderother documents related to this Amendment, Holdings and any other legal matters relating to the Borrowers, and acknowledged the Guarantors, any Subsidiary or the other Loan Documents by the AgentBorrowers and/or the Guarantors, all in a form and substance reasonable satisfactory to the Agent and its counsel; (e) the Agent Borrowers shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed delivered to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses favorable opinions of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j) subject , counsel to subsection (h) abovethe Borrowers and the Guarantors, and general counsel to the conditions precedent set forth in Section 4.2 Parent, each dated as of the Term Loan Agreement shall have been satisfied both before and after giving effect Effective Date, addressed to the Borrowing; (k) Agent and the Lenders and covering such matters in connection with the foregoing as the Agent shall have received or the Lenders may reasonably request, in a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence and substance reasonably satisfactory to the Agent and its counsel; and (in each case dated as f) the Borrowers shall have delivered to the Agent the definitive documents relating to the Pictou Disposition, the terms of a date which will be reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens Agent and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000its counsel.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on when the date (the “Amendment No. 6 Effective Date”) that the following conditions have been satisfied: (a) the Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each Loan Party; (b) the Agent shall have received (x) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment; (c) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) counterparts of this Amendment duly executed by each of the Loan Parties; (ii) the Amended and Restated Revolver Note, dated as of the date of this Amendment, in substantially the form attached hereto as Exhibit A, executed by the Borrower; (iii) the Guarantees, in substantially the form attached hereto as Exhibit B, and the Security Agreement, in substantially the form attached hereto as Exhibit C, each executed and delivered by the Guarantors that have not executed and delivered to the Lender a Guarantee and the Security Agreement, each dated as of June 30, 2002; (iv) a certified copy of the resolutions of the Board of Directors of the Borrower and each of the Guarantors, in substantially the form attached hereto as Exhibit D, evidencing approval of this Amendment and the other documents and matters contemplated hereby, and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and such other documents, including, but not limited to, a certificate of "good standing" (or its equivalent), certified copies of the articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State and true and correct copies of the state bylaws; (v) a favorable opinion of its organizationcounsel for the Borrower, and a certificate in substantially the form attached hereto as Exhibit E, as to the good standing due execution and delivery by the Borrower and each of the Guarantors of this Amendment and the other documents contemplated hereby and as to such other matters as the Lender may reasonably request; (where relevantvi) a signed copy of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of an officer of the Borrower and each of the Guarantors, in substantially the form attached hereto as Exhibit F, who shall certify the names of the officers of the Borrower and the respective Guarantors authorized to sign this Amendment and the other documents or certificates to be delivered pursuant to this Amendment by the Borrower, each of the Guarantors, or any of its respective officers, together with the true signatures of such officers (Lender may conclusively rely on such certificate until it shall receive a further certificate of the Secretary or an Assistant Secretary of the Borrower or the respective Guarantor canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate); (vii) a certified copy of the written approval and consent of the holders, if any, of any obligations of the Borrower which must consent to this Amendment and the Borrowings under the Agreement and the other Loan Documents, as amended hereby; (viii) Amendment No. 1 to Subordination Agreements, in substantially the form attached hereto as Exhibit G, to be signed by each Affiliate that is a holder of debt of the Borrower other than the Lender, if any, or unless waived by the Lender; (ix) Subordination Agreements, in substantially the form attached hereto as Exhibit H, each executed and delivered by the Guarantors that did not execute and deliver to the Lender a Subordination Agreement, dated as of June 30, 2002; (x) a certificate, in substantially the form attached hereto as Exhibit I, signed by the President, Vice President or by any other duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy Borrower, solely in such corporate capacity, stating that, based on an examination which in the opinion of the by-laws or operating signer is sufficient to enable him to make an informed statement, to the best of his knowledge: (or limited liability companya) agreement The representations and warranties contained in Section 4.01 of such Loan Party the Agreement are correct on and as in effect on of the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance date of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if though made on and as of the Amendment No. 6 Effective Date, such date except to the extent that such representations and warranties expressly specifically relate to an earlier time, in which case such representations date or are affected by the transaction contemplated under the Agreement as amended hereby; and (b) No event has occurred and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation is continuing or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to would result from this Amendment, no Default or which constitutes an Event of Default shall have occurred and or would constitute an Event of Default but for the requirement that notice be continuing and (iii) no event shall have occurred and no condition shall exist that has given or may be reasonably to be likely to have a Material Adverse Effect;time elapse or both; and (ixi) payment by the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers fees and the Agent costs, including attorneys' fees and expenses, incurred in connection with this Amendment and the transaction other documents and matters contemplated hereby (but limitedhereby, in the case of legal and all fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) above, the conditions precedent set forth costs still outstanding which were incurred in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently connection with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral other Loan Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000.

Conditions to Effectiveness of Amendment. This Anything contained in this Amendment to the contrary notwithstanding, the terms and provisions of this Amendment shall only become effective on upon the date (the “Amendment No. 6 Effective Date”) that satisfaction of the following additional conditions have been satisfiedprecedent: (a) the Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each Loan Party; (b) the Agent shall have received (x) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment; (c) the Agent Congress shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lenderoriginal or executed original counterparts (as the case may be) of this Amendment together with the following, Holdings each of which shall be in form and substance satisfactory to Congress: (i) the Borrowers, and acknowledged by the AgentLPC Fourth Restated Note; (dii) certified resolutions of the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings Board of Directors of LPC duly authorizing the execution and delivery of this Amendment and the Borrowersinstruments and transactions hereunder; and (iii) an Amendment between LCI and Congress with respect to the LCI Financing Agreements and the documents and instruments required thereunder and the satisfaction of all conditions precedent to the effectiveness thereof (the "March 1997 LCI Amendment"). (b) Arrangements satisfactory to Congress shall be made by LPC and LCI such that the proceeds of the March 1997 Additional LPC Term Loan shall be used as required herein and such that the proceeds of the March 1997 Additional LCI Term Loan (as defined in the March 1997 LCI Amendment) shall be used as required therein, and acknowledged by that, contemporaneously therewith: (i) CIT shall release all of its liens and security interests in the Agentassets and properties of LPC which constitute "CIT Collateral" pursuant to the Subordination Agreement between CIT and Congress, as amended; (eii) the Agent CIT and Congress shall have received enter into an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Partiesagreement, in each case addressed form and substance satisfactory to Congress, terminating or amending the Agent Subordination Agreement dated as of January 17, 1996 between CIT and Congress, as amended, to provide for, among other things, the Term Lenders; (g) the Agent shall have received release referred to in clause (i) of this paragraph 12(b); and (iii) LPC shall have delivered to Congress a copy payoff letter from Chase, setting forth the amount of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, Rochester IRB Balance as of the date hereof, and shall have authorized Congress to disburse a recent date by the Secretary of State portion of the state of its organization, March 1997 Additional LPC Term Loan directly to Chase in payment thereof. (c) All representations and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment andwarranties contained herein, in the case of Accounts Agreement and in the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the other Financing Agreements shall be, after giving effect to this Amendment, be true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; and (iid) after giving effect to this Amendment, no Default or No Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no or condition shall exist that has be existing which, with notice or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (passage of time or have caused to be paid)both, (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses would constitute an Event of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000Default.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date (the “Amendment No. 6 1 Effective Date”) that on which the following conditions have been satisfiedare satisfied or waived: (a) The Administrative Agent shall have received from (i) each Lender and (ii) each Loan Party a duly executed counterpart of (or, in the case of the Lenders, a consent to) this Amendment signed on behalf of such party (which may include facsimile or other electronic transmission of a signed signature page of this Amendment). Each Lender, by submitting a consent to the Pro Rata Extension Offer, dated April 16, 2020, has consented to this Amendment. (b) The Administrative Agent shall have received from the Borrower the Extension Fee referenced in Section 1(c) hereof. (c) The Administrative Agent shall have received a counterpart favorable written opinion of this Amendment(i) P▇▇▇, executed and delivered by a duly authorized officer of each Loan Party; (b) the Agent shall have received (x) a counterpart of this AmendmentWeiss, executed and delivered by any Additional 2017-1 Term B-4 LenderRifkind, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment; (c) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from W▇▇▇▇▇▇ & G▇▇▇▇▇▇▇ LLP, special counsel for the Loan Parties, (ii) Walkers Bermuda, Bermuda counsel for the Loan Parties and (iii) C▇▇▇▇ & Co., US maritime counsel for the Loan Parties, in each case (A) dated the Amendment No. 1 Effective Date, (B) addressed to each Issuing Bank, the Administrative Agent, the Collateral Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (d) The Borrower shall have paid (i) all reasonable, documented and invoiced fees payable to the Administrative Agent or any affiliate thereof as agreed between the Administrative Agent and the Borrower and (ii) all reasonable fees, expenses and disbursements of C▇▇▇▇▇, ▇▇▇▇▇▇ & R▇▇▇▇▇▇ LLP, as counsel for the Administrative Agent, incurred in connection with the preparation, negotiation and execution of this Amendment to the extent invoiced at least three (3) Business Days prior to the date hereof, subject to any fee cap set forth in the Engagement Letter, dated as of April 16, 2020, among the Company and the Administrative Agent. (i) On and as of the Amendment No. 1 Effective Date, both immediately before and immediately after giving effect to this Amendment, the representations and warranties of the Borrower and each other Loan Parties Party set forth in Section 2 hereof shall be true and correct in all material respects and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (gii) the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower certifying as to the matters set forth in Section 2 hereof. (f) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Amendment No. 1 Effective Date and certifying: (i) a copy of the certificate or articles of incorporation incorporation, certificate of limited partnership, certificate of formation or organizationother equivalent constituent and governing documents, including all amendments thereto, of each such Loan Party, certified(1) if available from an official in such jurisdiction, if applicable, certified as of a recent date by the Secretary of State (or other similar official) of the state jurisdiction of its organization, and or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) a certificate as to the good standing (where relevantto the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date, date from such Secretary of State (or other similar Governmental Authority and official), (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (Aiii) that attached thereto is a true and complete copy of the by-laws or operating (or partnership agreement, limited liability companycompany agreement or other equivalent constituent and governing documents) agreement of such Loan Party as in effect on the Amendment No. 6 1 Effective Date or, if applicable, that no modifications have been made and at all times since a date prior to such documents since December 23, 2016, the date of the resolutions de-scribed in clause (Biv) below, (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of this the Loan Documents dated as of the Amendment No. 1 Effective Date to which such person is a party and, in the case of the BorrowersBorrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and effect on the Amendment No. 1 Effective Date, (Cv) as to the incumbency and specimen signature of each officer executing this Amendment any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and countersigned by another officer Party, (vi) as to the incumbency and specimen signature absence of a duly authorized officer executing any pending proceeding for the certificate pursuant dissolution or liquidation of such Loan Party or, to clause (ii) above;the knowledge of such person, threatening the existence of such Loan Party, and (hvii) such other documents as the Administrative Agent and the Lenders on the Amendment No. 1 Effective Date may reasonably request (including tax identification numbers and addresses). (g) The Lenders shall have received a solvency certificate substantially in the form of an authorized officer Exhibit C to the Credit Agreement and signed by a Financial Officer of the Parent Borrower dated confirming the Amendment No. 6 Effective Date certifying that (i) each solvency of the representations Borrower and warranties made by any Loan Party its Subsidiaries on a consolidated basis, in or pursuant to the Financing Agreements shall beeach case, after giving effect to this Amendment, true and correct in all material respects as if made Amendment on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on when and only when the Administrative Agent shall have received executed counterparts of this Amendment (or a consent to this Amendment) from the Required Lenders and the following conditions precedent have been satisfied (the date (such conditions are so satisfied herein called the “Amendment No. 6 Effective Date”) that the following conditions have been satisfied:): (a) the Agent Borrower shall have received completed the acquisition of certain Mineral Interests from Encore Operating, L.P. (“EOLP”), pursuant to that certain Purchase and Sale Agreement dated as of June 28, 2009, among EOLP, Parent and Borrower (the “June 2009 Acquisition Agreement”, and the transactions contemplated therein, the “June 2009 Acquisition Transaction”) in accordance in all material respects with the terms of the June 2009 Acquisition Agreement and applicable law. (b) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a counterpart Responsible Officer of the signing Credit Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent (unless otherwise specified): (i) executed counterparts of this Amendment, executed sufficient in number for distribution to the Administrative Agent, each Lender and delivered by a duly authorized officer of each Loan Partythe Borrower; (b) the Agent shall have received (xii) a counterpart Note (or replacement Note) executed by the Borrower in favor of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 each Lender requesting a Note to reflect such Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented ’s Commitment after giving effect to this Amendment; (ciii) Mortgages or amendments to existing Mortgages covering Proved Mineral Interests that have a Recognized Value of not less than the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and 80% of the Borrowers, and acknowledged Recognized Value of all Proved Mineral Interests owned by the Credit Parties on the Effective Date (after giving effect to the June 2009 Acquisition Transaction) and included in the Borrowing Base in effect on the Effective Date, duly executed and delivered by the applicable Credit Parties, together with such other assignments, conveyances, agreements and other writings as may be reasonably requested by the Administrative Agent, including, without limitation, UCC financing statements and/or amendments to financing statements, in form and substance reasonably satisfactory to the Administrative Agent; (div) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Party as the Administrative Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lendermay reasonably require evidencing the identity, Holdings authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the Borrowers, and acknowledged by the Agentother Loan Documents to which such Credit Party is a party; (ev) such documents and certifications as the Administrative Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lendermay reasonably require to evidence that each Credit Party is duly organized or formed, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Partiesvalidly existing, in good standing and qualified to engage in business in each case addressed to jurisdiction where its ownership, lease or operation of properties or the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state conduct of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from business requires such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Datequalification, except to the extent such representations and warranties expressly relate that failure to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall do so could not reasonably be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely expected to have a Material Adverse Effect; (ivi) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses a favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., counsel to the Credit Parties, addressed to the Administrative Agent and each Lender, as to certain corporate matters and as to the enforceability of the Mortgages and amendments to Mortgages, as applicable, in Texas and otherwise in form and substance satisfactory to the Administrative Agent; (vii) a favorable opinion of Holme ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ , LLP), special Montana and Wyoming counsel for the Administrative Agent, addressed to the Administrative Agent and each Lender, as to the enforceability of the Mortgages and amendments to Mortgages, as applicable, in Montana and Wyoming, respectively, and otherwise in form and substance satisfactory to the Administrative Agent; (jviii) subject a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇ PC, special North Dakota counsel for the Administrative Agent, addressed to subsection the Administrative Agent and each Lender, as to the enforceability of the Mortgages and amendments to Mortgages, as applicable, in North Dakota and otherwise in form and substance satisfactory to the Administrative Agent; (hix) abovesuch lien search reports as the Administrative Agent shall reasonably require, conducted in such jurisdictions and reflecting such names as the Administrative Agent shall request; (x) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals (other than those related to the ordinary conduct of its business) required in connection with the execution, delivery and performance by each Credit Party and the validity against such Credit Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; and (xi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions precedent set forth specified in Section 4.2 Sections 4.02(a) and (b) of the Term Loan Credit Agreement shall have been satisfied both before as of the Effective Date, and (B) that there has not occurred a material adverse change (x) in the assets, properties, financial condition or business operations of Parent, the Borrower and its Subsidiaries (after giving effect to the Borrowing;June 2009 Acquisition Transaction), taken as a whole, since the date of Parent’s most recent annual and quarterly consolidated balance sheet and consolidated statements of operations and cash flows delivered to the Administrative Agent pursuant to Section 6.01(a) or (b) of the Credit Agreement, as applicable, or (y) in the facts and information regarding such entities or the June 2009 Acquisition Transaction as represented to date. (kc) No litigation, arbitration or similar proceeding shall be pending or threatened which calls into question the Agent shall have received a solvency certificate signed by validity or enforceability of the Chief Financial Officer of Holdings substantially in June 2009 Acquisition Agreement, this Amendment, the form attached as Exhibit O to other Loan Documents or the Term Loan Agreement;transactions contemplated hereby or thereby. (ld) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Administrative Agent shall have received, at least five (5) Business Days prior to for the account of each Lender who executes this Amendment No. 6 on or before the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, an amendment fee equal to 0.10% of such Lender’s Applicable Percentage of the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days Borrowing Base in effect prior to the giving effect to this Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of increase in the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000Borrowing Base contemplated hereby.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date (the “Amendment No. 6 Effective Date”) that first Business Day on which each of the following conditions have been is satisfied: (a) the The Administrative Agent shall have received (i) from each Existing Tranche B-1 Term Loan Lender with a counterpart Tranche B-2 Term Loan Commitment and from Additional Tranche B-2 Term Loan Lenders having Additional Tranche B-2 Term Loan Commitments equal in principal amount to the amount of this AmendmentExisting Tranche B-1 Term Loans held by Non-Consenting Existing Tranche B-1 Term Loan Lenders and Post-Closing Option Tranche B-2 Lenders, executed (ii) from the Administrative Agent, (iii) from the Required Lenders and delivered by a duly authorized officer of (iv) from the Borrowers and each Loan Party; (b) the Agent shall have received Guarantor, either (x) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender Amendment signed on behalf of such party or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting written evidence satisfactory to the Required Lenders, provided Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to such party has signed a counterpart of this Amendment; (b) The Borrowers shall have paid to all Existing Tranche B-1 Term Loan Lenders on the Amendment No. 3 Effective Date, simultaneously with the making of Tranche B-2 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Tranche B-1 Term Loans to, but not including, the Amendment No. 3 Effective Date; (c) the The Administrative Agent shall have received an the executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP▇▇, special counsel to the Loan Borrowers. The Borrowers, the other Credit Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas the Administrative Agent hereby instruct such counsel to the Loan Parties, in each case addressed to the Agent and the Term Lendersdeliver such legal opinion; (gd) the Agent The Borrowers shall have received paid (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by Agents the Secretary of State of fees in the state of its organization, and a certificate as amounts previously agreed in writing to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect be received on the Amendment No. 6 3 Effective Date orDate, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received Administrative Agent, for the account of each Tranche B-2 Term Loan Lender, a certificate of fee in an authorized officer amount equal to 0.125% of the Parent Borrower dated outstanding principal amount of such Lender’s Tranche B-2 Term Loan on the Amendment No. 6 3 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, Administrative Agent all reasonable costs and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limitedincluding, in the case of legal fees and expenses, to without limitation the reasonable fees, charges and documented fees and expenses disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP), counsel for the Agents) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 3 Effective Date; (je) subject to subsection (h) above, At the conditions precedent set forth in Section 4.2 time of the Term Loan Agreement shall have been satisfied both before and immediately after giving effect to the BorrowingAmendment no Default or Event of Default shall have occurred and be continuing; (kf) the The Administrative Agent shall have received a solvency certificate signed completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Properties (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Chief Financial Officer Borrowers and the applicable Credit Party relating thereto) and, if any such Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, evidence of flood insurance to the extent required pursuant to the Credit Agreement all by the Amendment No. 3 Effective Date; (g) The Administrative Agent shall have received the results of (i) searches of the Uniform Commercial Code filings (or equivalent filings) and (ii) bankruptcy, judgment, tax and intellectual property lien searches, made with respect to the Credit Parties in the states of formation of such Person, together with (in the case of clause (i)) copies of the financing statements (or similar documents) disclosed by such search; (h) The Administrative Agent (or its counsel) shall have received (i) (A) a certificate of each of Holdings and the Borrowers, dated the Amendment No. 3 Effective Date, substantially in the form attached as of Exhibit O G to the Term Loan Credit Agreement;, with appropriate insertions, executed by any Authorized Officer (or in the case of Holdings any Director or authorized agent of Holdings) and the Secretary or any Assistant Secretary of Holdings or the Borrowers (or in the case of Holdings any Director or authorized agent of Holdings), as applicable, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrowers (or a duly authorized committee thereof) authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and (II) in the case of the Borrowers, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrowers and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrowers executing the Credit Documents to which it is a party or (ii) a certificate of Holdings on behalf of each Borrower, dated the Amendment No. 3 Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Closing Date to the documents delivered on the Closing Date pursuant to Sections 6.3 and 6.4 of the Credit Agreement; and (li) Each Lender that so requests and the Administrative Agent shall have received results of searches or other evidence (and shall be reasonably satisfactory satisfied with) (i) at least two (2) days prior to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 3 Effective Date or other arrangements satisfactory to the Agent for the delivery of Date, such termination statements documentation and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, information as is reasonably requested in writing at least five seven (57) Business Days prior to the Amendment No. 6 3 Effective Date, all documentation Date by the Administrative Agent about the Credit Parties to the extent the Administrative Agent and other information Holdings in good faith mutually agree is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations regulations, including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders Patriot Act and (ii) at least 10 days three (3) Business Days prior to the Amendment No. 6 No.3 Effective Date; (o) , from each Borrower, if it qualifies as a completed “life of loanlegal entity customer” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to under the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this AmendmentBeneficial Ownership Regulation, a prepayment of 2016-2 Term B-4 Loans Beneficial Ownership Certification in an aggregate principal amount of $250,000,000relation to such Borrower.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on 2.1 The effectiveness of the date (the “amendments and waivers set forth in this Amendment No. 6 Effective Date”) that 4 is subject to the prior or simultaneous fulfillment of the following conditions have been satisfiedconditions: (a) the The Agent shall have received a counterpart of this Amendment, Amendment No. 4 executed and delivered by (i) a duly authorized officer or officers of each Loan Partythe Company and (ii) the Required Lenders; (b) the The Agent shall have received (x) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting such other documents as it shall have reasonably requested consistent with the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendmentterms hereof; (c) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the The representations and warranties made by any Loan Party set forth in or pursuant to the Financing Agreements Section 3 hereof shall be, after giving effect to this Amendment, be true and correct in all material respects as if made on and as of the Amendment No. 6 4 Effective Date; (d) Holders of Indebtedness under each Covenant Credit Facility shall have executed, except to the extent required by each such representations and warranties expressly relate Covenant Credit Facility, waivers or amendments to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that credit facilities satisfactory to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true Agent and correct in all respects; provided, further that each reference the Required Lenders containing amendments to the Term Loan Agreement therein shall be deemed covenants and related definitions in such credit facilities identical to be a reference to the Term Loan Agreement after giving effect to those set forth in Section 1 of this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse EffectAmendment No. 4; (ie) the Parent Borrower The Agent shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, received payment of all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented of its out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to including the reasonable and documented fees and expenses of its counsel ▇▇▇▇▇▇ , ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP), LLP incurred in connection with this Amendment No. 4; (jf) subject The Agent shall have received an amendment to subsection the ▇▇▇▇▇▇ Facility Agreement in form and substance satisfactory to the Agent executed by the parties to the ▇▇▇▇▇▇ Facility Agreement extending the maturity date of the Tranche B Loan (as defined in the ▇▇▇▇▇▇ Facility Agreement) to July 31, 2000; (g) The Agent shall have received the Efficacy Certificate and $6,000,000 of the ▇▇▇▇▇ Efficacy Payment shall have been deposited in the Reserve Account; and (h) aboveThe Agent shall have received confirmation that each of O'Melveny & ▇▇▇▇▇ LLP, counsel to the Steering Committee, and Ernst & Young Restructuring LLC, financial advisor to the Steering Committee, shall have received payment of their respective reasonable fees and expenses incurred through June 30, 2000. 2.2 The date on which the conditions precedent set forth in Section 4.2 of 2.1 are satisfied is the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the "Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 4 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000".

Conditions to Effectiveness of Amendment. This Amendment The effectiveness of the amendments set forth in Section 2 hereof shall become effective occur on the date of the satisfaction of the following conditions precedent (such date, the “Fifth Amendment No. 6 Effective Date”): a. the Borrower Representative, each other Loan Party (other than Loan Parties incorporated in Korea) that and the following conditions New Term Lenders shall have been satisfied:executed and delivered counterparts (or, as applicable, a Lender Consent or a Joinder) to this Amendment to the Administrative Agent; b. each of the representations and warranties contained in Section 9 of this Amendment shall be true and correct in all material respects (aand in all respects if any such representation or warranty is already qualified by materiality) on and as of the Fifth Amendment Effective Date; c. at the time of and immediately after giving effect to this Amendment and the transactions occurring on the Fifth Amendment Effective Date, no Default or Event of Default exists; d. the Administrative Agent shall have received a counterpart of this Amendment, executed certificate dated the Fifth Amendment Effective Date and delivered signed by a duly authorized officer Responsible Officer of each Loan Partythe Borrower Representative, confirming compliance with the conditions set forth in Sections 7(b) and 6(c) hereof; (b) e. the Agent shall have received (x) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment; (c) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Administrative Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents solvency certificate dated as of the Fifth Amendment Effective Date in substantially the form of Exhibit H of the Amended Credit Agreement from a Financial Officer of the Parent Borrower certifying as to the matters set forth therein; f. the Administrative Agent shall have received, on behalf of itself and its subsidiaries) (A) from the Lenders on the Fifth Amendment Effective Date, a customary written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to for the Parent, the Borrowers and each other Loan Parties and Party (A) dated the Fifth Amendment Effective Date, (B) from ▇▇addressed to the Administrative Agent, the Amendment Arrangers and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and the Amendment Arrangers covering such matters relating to this Amendment; g. the Administrative Agent shall have received for distribution to ▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan PartiesSachs Bank USA, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, its capacity as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available fundsArranger, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately and expenses agreed to in writing by Holdings the Borrowers or the Borrower Representative that are due and payable on or before the Fifth Amendment No. 6 Effective Date (2017-1) Arrangers and (b) to the extent invoiced, all including reasonable and documented out-of-pocket fees, expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case disbursements of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (jcounsel) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory extent notified to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, Borrower Representative at least five three (53) Business Days prior to the Fifth Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to h. the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Administrative Agent shall have receivedreceived for distribution to each New Term Lender that shall have delivered (by facsimile or otherwise) an executed signature page to this Amendment (or, as applicable, a Lender Consent or a Joinder) prior to or substantially concurrently with the effectiveness of this AmendmentConsent Deadline (as defined below), a prepayment of 2016non-2 Term B-4 Loans refundable special participation fee in an aggregate amount equal to 0.125% multiplied by the unpaid principal amount balance of $250,000,000.the Refinancing Term Loans denominated in Euro held by such Existing Term Lender on the Fifth Amendment Effective Date after giving effect to this Amendment and transactions contemplated hereby. For purposes hereof, “Consent Deadline” shall mean 5:00 p.m. London time on October 26, 2017; and

Conditions to Effectiveness of Amendment. This Amendment Amendment, including the amendments set forth in Section 2 shall become effective and the provisions set forth in Section 2 shall become operative on the date (the “Amendment No. 6 3 Effective Date”) that on which each of the following conditions have been satisfiedare satisfied or waived by each applicable party: (a) the Agent The Administrative Agents shall have received a counterpart of executed signature pages to this AmendmentAmendment from the Required Lenders, executed Holdings, the Borrowers and delivered by a duly authorized officer of each Loan other Credit Party; (b) the Agent shall have received (x) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment; (c) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the The representations and warranties made by any Loan Party in or pursuant to the Financing Agreements set forth herein shall be, after giving effect to this Amendment, true and correct in all material respects as if made on except that any representation and as of the Amendment No. 6 Effective Date, except warranty that is qualified or subject to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or a “material adverse effect”, such representation “material adverse change” or warranty similar term or qualification is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; ) and (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and continuing; (iiic) no event The Administrative Agents shall have occurred and no condition shall exist that has or may be reasonably received executed copies of each of the Sponsor Secured Note Documents (except those to be likely delivered post-closing), executed by each party thereto and, in each case, in form and substance reasonably satisfactory to the Administrative Agents and the Borrower shall have a Material Adverse Effectreceived, or shall receive substantially contemporaneously with the occurrence of the Amendment No. 3 Effective Date, $27,500,000 of gross cash proceeds (less fees and expenses) in respect of the Sponsor Secured Note; (d) The Administrative Agents shall have received, each in form and substance satisfactory to the Administrative Agents, (i) the Parent Revolving Loan Intercreditor Agreement and (ii) a joinder to the Intercreditor Agreement (the “Intercreditor Joinder”) with respect to the addition of the Sponsor Secured Note and the obligations of the Borrowers thereunder, and each such agreement shall have become effective concurrently with or prior to the effectiveness of this Amendment; (e) The Borrowers shall have paid the US Administrative Agent, for the account of each Lender that consents to this Amendment and provides its signature page hereto on or before 5:00 p.m. New York time, February 18, 2016, a consent fee (the “Consent Fee”) in an amount equal to 0.125% of each such consenting Lender’s Revolving Credit Commitment (it being understood that the Borrowers shall have no obligation to pay the Consent Fee if the Amendment No. 3 Effective Date does not occur); and (f) The Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket costs and expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent Administrative Agents in connection with this Amendment and or for which invoices have been presented at least two Business Days prior to the transaction contemplated hereby Amendment No. 3 Effective Date (but limited, in the case of legal fees and expenses, to including the reasonable and documented fees fees, disbursements and expenses other charges of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect LLP as counsel to the Borrowing; (k) the US Administrative Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached and Goodmans LLP as Exhibit O counsel to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Canadian Administrative Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000).

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective on the date (the “Amendment No. 6 Effective Date”) that is subject to satisfaction of the following conditions have been satisfiedprecedent: (a) the Agent shall have received a counterpart copy of this AmendmentAmendment (including the Consent and Reaffirmation attached hereto), executed and delivered by a duly authorized officer of Borrower, each Loan Party, Required Lenders and each Lender holding any outstanding Term B Loans; (b) the Agent shall have received (x) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment; (c) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no No Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effectas of the date of this Amendment; (ic) On the Parent date hereof, Borrower shall have made (and Agent shall have received in immediately available funds from Borrower) a voluntary prepayment of the Term B Loans in an amount equal to $6,000,000, which $6,000,000 voluntary prepayment of the Term B Loans shall be applied to the scheduled installments of the Term B Loans (after giving effect to this Amendment) in the inverse order of maturity; (d) On the date hereof, Agent shall have received $1,500,000 in immediately available funds from the Cash Reserve Account, which the parties hereto agree shall be applied as a voluntary prepayment of the Term B Loans (such that, taken together with the prepayment described in clause (c) immediately above, the Term B Loans shall be paid down by an aggregate amount equal to $7,500,000 on the date hereof), which $1,500,000 voluntary prepayment of the Term B Loans shall be applied to the scheduled installments of the Term B Loans (after giving effect to this Amendment) in the inverse order of maturity; (e) Agent shall have received the Amendment Fee (as defined below) for the benefit of the applicable Lenders, and Borrower shall have paid all other fees and expenses (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all including fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) expenses of counsel to the extent invoiced, all reasonable ) of Agent due and documented out-of-pocket expenses payable as of the Amendment No. 6 (2017-1) Arrangers and the Agent date hereof in connection with this Amendment Amendment, the Credit Agreement and the transaction contemplated hereby other Loan Documents; and (but limitedf) Agent shall have received the following documents in form and substance satisfactory to Agent: (x) unless otherwise deemed to be a post-closing obligation by Agent, in the case of legal fees and expenses, an amendment to the reasonable and documented fees and expenses Mortgage in favor of Agent with respect to the real property owned by Performant Recovery, Inc. located in St. ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPCounty, Oregon (the "Mortgage Modification"); , (jy) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before secretary's or officer's certificates and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination resolutions with respect to Holdings and each Mortgaged Property, and of its Subsidiaries with respect to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status organizational documents of each such Person and flood disaster assistance duly executed necessary corporate approval by the Parent Borrower and each Loan Party relating theretosuch Person to enter into this Amendment, and (iiz) evidence of flood insurance legal opinions from outside counsel to Holdings and its Subsidiaries (including Nevada local counsel with respect to Borrower) with respect to such matters pertaining to this Amendment as required are reasonably determined to be applicable by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000Agent.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date (the “Amendment No. 6 Effective Date”) that first Business Day on which each of the following conditions have been is satisfied: (a) the The Administrative Agent shall have received (i) from each Initial Term Lender with a counterpart Tranche B-1 Term Exchange Commitment and from Post-Closing Option Lenders having Additional Tranche B-1 Term Commitments equal in principal amount to the amount of this AmendmentInitial Term Loans held by Non-Exchanging Term Lenders, executed (ii) from the Administrative Agent and delivered by a duly authorized officer of (iii) from the Borrower and each Loan Party; (b) the Agent shall have received Guarantor, either (x) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender Amendment signed on behalf of such party (or Additional 2017-1 Term B-6 Lender and a Consent) or (y) Consents from Lenders constituting written evidence satisfactory to the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender Administrative Agent (which may include telecopy or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to other electronic transmission of a signed signature page of this Amendment;) that such party has signed a counterpart of this Amendment. (b) The Administrative Agent shall have received from each Additional Tranche B-1 Term Lender (other than Post-Closing Option Lenders) an executed counterpart to the applicable Joinder Agreement. (c) the Agent The Borrower shall have received an executed Joinder entered into by any Additional 2017-1 paid to the Administrative Agent, (i) for the ratable account of each Initial Term B-6 Lender, Holdings and a payment equal to 1% of the Borrowersaggregate principal amount of Initial Term Loans outstanding immediately prior to the Amendment No. 1 Effective Date, and acknowledged by the Agent;whether or not such Initial Term Lender becomes a Tranche B-1 Term Lender. (d) the Agent The Borrower shall have received an executed Joinder entered into by any Additional 2017paid to all Non-Exchanging Term Lenders on the Amendment No. 1 Effective Date, simultaneously with the making of Tranche B-1 Term B-5 LenderLoans under the Credit Agreement, Holdings all accrued and unpaid interest on their Initial Term Loans to, but not including, the Borrowers, and acknowledged by the Agent;Amendment No. 1 Effective Date. (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the The Administrative Agent shall have received a customary legal written opinion (including no conflicts with all indentures addressed to the Administrative Agent, the Lenders and other material debt documents the Issuing Banks and dated the Amendment No. 1 Effective Date) of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, New York counsel to for the Loan Parties in form and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, substance reasonably satisfactory to the Administrative Agent. Each of Holdings and Texas the Borrower hereby requests such counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders;deliver such opinions. (gf) the Agent The Borrower shall have received paid (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by Joint Bookrunners the Secretary of State of fees in the state of its organization, and a certificate as amounts previously agreed in writing to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect be received on the Amendment No. 6 1 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Administrative Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket costs and expenses of the Amendment No. 6 Administrative Agent (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limitedincluding, in the case of legal fees and expenses, to without limitation the reasonable fees, charges and documented fees and expenses disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j, counsel for the Administrative Agent) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall for which invoices have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, presented at least five (5) three Business Days prior to the Amendment No. 6 1 Effective Date. (g) At the time of and immediately after giving effect to this Amendment no Default or Event of Default shall have occurred and be continuing. (h) The Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (in relation to a Loan Party constituted under German law not older than 14 days and certified by the relevant commercial register) and in relation to a Luxembourg Loan Party an up-to-date excerpt from the Luxembourg Register in respect of the Luxembourg Loan Party as of the date of this Amendment and a certificate from the Luxembourg Register dated as at the date hereof stating that no judicial decision has been registered with the Luxembourg Register by application of article 13, items 2 to 11 and 13 and article 14 of the RCS Law, according to which the Luxembourg Loan Party would be subject to one of the judicial proceedings referred to in these provisions of the RCS Law including in particular, bankruptcy (faillite), controlled management (gestion contrôlée), suspension of payments (sursis de paiement), arrangement with creditors (concordat préventif de la faillite) and judicial liquidation (liquidation judiciaire) proceedings, (ii) signature and, to the extent such concept exists, incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, setting out, in respect of each Belgian Loan Party, the reasons why the board of directors of that Belgian Loan Party considered that the entry into this Amendment, is of the benefit to that Loan Party, certified as of the Amendment No. 1 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. (i) To the extent required and requested by any Additional Tranche B-1 Term Lenders at least three Business Days prior to the Amendment No. 1 Effective Date, the Administrative Agent shall have received all documentation and other information about the Loan Parties as shall have been requested in writing by such Additional Tranche B-1 Term Lenders that they shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations includingregulations, including without limitation, limitation the PATRIOT USA Patriot Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date;. (oj) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the The Administrative Agent shall have received, prior received a certificate signed by a Responsible Officer of the Borrower certifying as to or substantially concurrently with the effectiveness accuracy of the representations set forth in paragraphs (b) and (c) of Section 2 hereof. (k) The Administrative Agent shall have received a Consent to this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000Amendment from each Revolving Lender.

Conditions to Effectiveness of Amendment. This Amendment shall become effective as of the date first above written (the "EFFECTIVE DATE") on the date (the “Amendment No. 6 Effective Date”) that first day when the following conditions have been satisfied: (a) This Amendment shall have been executed and delivered by Borrower, the Lenders, the Agent and the Co-Agent; (b) Borrower shall have executed and delivered to the Lenders a letter agreement pursuant to which Borrower shall have agreed to enter into an amendment and supplement to the Warrant Agreement dated as of July 31, 1996 among Vari-Lite International, Inc. and certain of the Lenders, providing for reductions in the exercise price of the common stock purchase warrants issued pursuant to the terms of such Warrant Agreement, and the issuance of additional common stock purchase warrants to Chase Bank of Texas, N.A., in form and substance satisfactory to the Lenders; (c) The Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each Loan Party; (b) the Agent shall have received (x) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment; (c) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents certificate of the Parent Secretary or Assistant Secretary of Borrower attaching and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy certifying copies of the certificate or articles resolutions of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party Borrower authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended all other documents to be executed and are in full force and effect, and (C) as delivered by Borrower pursuant to the incumbency and specimen signature terms of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) aboveAmendment; (hd) the The Agent shall have received a certificate of an authorized officer Borrower dated as of the Parent date hereof, signed by the Secretary or an Assistant Secretary of Borrower dated the Amendment No. 6 Effective Date certifying that (i) each as to the name(s), true signature(s) and incumbency of the representations officer(s) of Borrower authorized to execute and warranties made by any Loan Party in or deliver this Amendment and each other document being executed and delivered pursuant to the Financing Agreements shall be, after giving effect to requirements of this Amendment, true and correct (ii) that Borrower's articles or certificate of incorporation and by-laws attached to such certificate have not been amended or modified and are in all material respects as if made on full force and effect as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effectdate hereof; (ie) the Parent Borrower The Agent shall have paid (or have caused to be paid), (a) to received the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses favorable opinion of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP);, L.L.P., counsel to Borrower, addressed to the Agents and the Lenders, covering such matters relating to Borrower and the transactions contemplated by this Amendment as the Lenders may request; and (jf) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the The Agent shall have received a solvency certificate signed payment in full from Borrower for all outstanding costs and expenses required to be paid or reimbursed by Borrower under the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Credit Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, including without limitation, all professional fees and expenses of counsel for the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000Agents.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date (the “Fourth Amendment No. 6 Effective Date”) that upon satisfaction of the following conditions have been satisfiedin a manner satisfactory to the Administrative Agent and the Lenders: (a) the The Administrative Agent shall have received a counterpart executed counterparts of the following documents and instruments or such other items as are described below, as the case maybe, each in form and substance satisfactory to the Administrative Agent and the Lenders: (i) this Amendment, duly executed and delivered by a duly authorized officer the Borrower, the other Credit Parties, the Administrative Agent and each of each Loan Partythe Lenders; (bii) amended and restated Schedules 1.1, 3.15, 3.18, 3.19, 3.23(b)-(j), 4.14, 5.1, 5.4, 5.5, 5.9 and P-1 to the Existing Credit Agreement; (iii) the duly executed amendment to the Benchmark Subordination Agreement; (iv) a duly executed Control Agreement for all accounts maintained with Bank of America, N.A.; (v) a fee agreement, duly executed and delivered by the Borrower and the Administrative Agent; (vi) the Approved Budget, certified by a Responsible Officer of the Borrower, certifying that the projections therein have been prepared in good faith based on reasonable assumptions, and that such projections contain no statements or conclusions (and there are no omissions of information) which are based upon or include information known to the Credit Parties to be misleading in any material respect or which fail to take into account information known to the Credit Parties regarding materials reported therein; (vii) the most recently available audited consolidated balance sheet of Holdings and its Subsidiaries, and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the corresponding period; (viii) the Perfection Certificate; (ix) copies of UCC, United States Patent and Trademark Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Credit Party as debtor and that are filed in those state and county jurisdictions in which any property of any Credit Party is located and the state and county jurisdictions in which any Credit Party is organized or maintains its principal place of business and such other searches that the Administrative Agent shall have received deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens); (x) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment; (c) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion from (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiariesa) (A) from ▇G▇▇▇▇▇▇ P▇▇▇▇ & ▇▇▇▇▇ LLP, designated transactional counsel to the Loan Credit Parties and (Bb) from T▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Traurig LLP& Hollister LLP and S▇▇▇▇ & W▇▇▇▇▇ L.L.P., California, Illinois, Massachusetts, local Indiana and Texas Nevada counsel to the Loan Credit Parties, in each case addressed to the Agent and the Term Lendersrespectively; (gxi) customary insurance certificates and endorsements thereto naming the Administrative Agent (on behalf of the Lenders) as an additional insured or loss payee (and mortgagee), as the case may be, under all insurance policies to be maintained with respect to the properties of the Credit Parties forming part of the Collateral; provided, in the event such certificates and endorsements are not provided on the Fourth Amendment Effective Date, the Borrower shall have received provide such certificates and endorsements in accordance with Schedule 4.14 of the Credit Agreement; (ixii) a certificate of a Responsible Officer of each Credit Party dated the Fourth Amendment Effective Date, certifying (A) that attached thereto is (1) a true and complete copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party Credit Party, as of a recent date, from such Secretary of State of the state of its organization (or similar other applicable Governmental Authority and to the extent available), (ii2) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement each Organization Document of such Loan Party as in effect on the Amendment No. 6 Effective Date orCredit Party, if applicable, that no modifications have been made to such documents since December 23, 2016, and (B3) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent similar governing body) body of such Loan Credit Party authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to which such Credit Party is a party and, in the case of the BorrowersBorrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (CB) as to the incumbency and specimen signature of each officer executing this Amendment any Loan Document or any other document delivered in connection herewith on behalf of such Loan Credit Party and countersigned by (together with a certificate of another officer as to the incumbency and specimen signature of a duly authorized officer the Responsible Officer executing the certificate pursuant to in this clause (ii) abovexii); (hxiii) the Agent shall have received a certificate of an authorized officer signed by a Responsible Officer of the Parent Borrower dated the Fourth Amendment No. 6 Effective Date certifying that (iI) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred exists, (II) all representations and be continuing warranties of each Credit Party set forth in the Loan Documents are true and correct, and (iiiIII) no event shall all other conditions set forth in this Section 4 have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effectbeen satisfied; (ixiv) a Loan Request; (xv) the Parent Borrower shall have paid Sacramone Note; (xvi) a new or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing amended employment agreement by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of between F▇▇▇ ▇▇▇▇▇▇▇▇▇ and Benchmark; (xvii) a new or amended employment agreement by and between B▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP)and Benchmark; (jxviii) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by from the Chief Financial Officer chief executive officer or chief financial officer of Holdings in substantially in the form attached as of Exhibit O 2.1(c) to the Term Loan Credit Agreement; (lxix) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Partiestrademark security agreement executed by Crosslayer, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been madeInc.; (mxx) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Credit Parties; and (xxi) such other additional documents, information or agreements as the Administrative Agent may reasonably request. (b) The Fourth Amendment Lateral Stock shall have received a Committed Loan Notice for the Term Loans;been issued by Holdings. (nc) the Agent The Borrower shall have received, at least five appointed a chief restructuring officer on terms (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by scope of duties) acceptable to the Lenders at least 10 days in their reasonable discretion. (d) All fees and other amounts due and payable hereunder or under the Credit Agreement (including without limitation the reasonable and documented fees and expenses of King & Spalding LLP) on or prior to the Fourth Amendment No. 6 Effective Date;, including, reimbursement or other payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or any other Loan Document. (oe) a completed “life There shall not exist any judgment, decree or order of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to any Governmental Authority which would prevent the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness performance of this Amendment, a prepayment the Credit Agreement (as modified hereby) or the transactions contemplated hereby or declare unlawful this Amendment or the other transactions contemplated hereby. (f) The representations and warranties set forth in Section 5 of 2016-2 Term B-4 Loans this Amendment shall be true and correct in an aggregate principal amount all material respects on and as of $250,000,000the Fourth Amendment Effective Date. (g) The Administrative Agent and Lenders shall have satisfactorily completed their business and legal due diligence review of the Credit Parties and their assets, including their review with respect to the general affairs, management, prospects, financial position, stockholders equity, results of operations, corporate and capital structure of Holdings and its Subsidiaries, and tax and accounting diligence, including with respect to the potentially accrued and unpaid payroll tax liability of the Credit Parties. Other than changes occurring in the ordinary course of business, no information or materials are or should have been available to any Credit Parties and their Subsidiaries as of the Fourth Amendment Effective Date that are materially inconsistent with the material previously provided to the Administrative Agent and Lenders for their due diligence review of the Credit Parties. (h) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded and shall be in form and substance satisfactory to the Administrative Agent.

Conditions to Effectiveness of Amendment. This Section 3 of this Amendment shall become effective on as of the date (the “First Amendment No. 6 Effective Date”) that on which the following conditions have been satisfiedsatisfied or waived: (a) The Administrative Agent (or its counsel) shall have received (i) a duly executed and completed counterpart hereof that bears the signature of the Borrower and each other Loan Party, (ii) a duly executed and completed counterpart hereof that bears the signature of the Administrative Agent and (iii) a duly executed and completed counterpart hereof that bears the signature of each of the Lenders, the Supplemental Term Lenders and each Issuing Bank; (b) The Administrative Agent shall have received a counterpart an Acknowledgment and Confirmation in the form of this Amendment, executed and delivered by a duly Annex I hereto from an authorized officer of each Loan Party; (b) the Agent shall have received (x) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment; (c) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the The Administrative Agent shall have received (i) reimbursement of reasonable and documented out of pocket expenses (to the extent invoiced no later than three Business Days prior to the First Amendment Effective Date) in connection with this Amendment and the other transactions contemplated hereby in accordance with Section 9.03 of the Credit Agreement, (ii) on behalf of itself, BMO Capital Markets Corp., as lead arranger, and each Lender consenting to this Amendment, the fees owed to it, BMO Capital Markets Corp. and/or such Lender pursuant to that certain mandate letter, dated as of August 24, 2018, between the Borrower and BMO Capital Markets Corp. and (iii) on behalf of each Lender, all accrued interest on outstanding Loans on the First Amendment Effective Date and, if such Lender is a Revolving Lender, all commitment fees and participation fees payable under Section 2.12 of the Credit Agreement, whether or not any such amounts are then due and payable; (d) No Event of Default or Default shall have occurred and be continuing both before and after giving effect to the transactions contemplated by this Amendment, including the funding of the Supplemental Term Loans; (e) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, certifying on behalf of the Borrower that, (i) after giving effect to this Amendment, to the Supplemental Revolving Commitments, to the Supplemental Term Loans (assuming such Supplemental Term Loans have been fully funded on the First Amendment Effective Date) and to any other Loans or other extensions of credit to be made to the Borrower on the First Amendment Effective Date, the representations and warranties set forth in the Amended Credit Agreement and the other Loan Documents are true and correct in all material respects (or, to the extent such representations and warranties are qualified by materiality, in all respects) on and as of the First Amendment Effective Date (except to the extent such representation and warranty speaks to an earlier date, in which case such representation and warranty is true and correct in all material respects (or, to the extent such representations and warranties are qualified by materiality, in all respects) on and as of such earlier date), and (ii) no Default or Event of Default has occurred and is continuing on the First Amendment Effective Date both before and after giving effect to this Amendment, to the Supplemental Revolving Commitments, to the Supplemental Term Loans (assuming such Supplemental Term Loans have been fully funded on the First Amendment Effective Date) and to any other Loans or extensions of credit to be made to the Borrower on the First Amendment Effective Date; (f) The Administrative Agent shall have received a certificate of each Loan Party, dated as of the First Amendment Effective Date, in form and substance reasonably acceptable to the Administrative Agent, executed by any Responsible Officer of such Loan Party, and including or attaching a copy of the certificate or articles of incorporation or organization, including all amendments thereto, (i) each Organizational Document of each Loan Party, certified, if to the extent applicable, as of a recent date by the Secretary of State applicable Governmental Authority, (ii) signature and incumbency certificates of the state of its organization, and a certificate as to the good standing (where relevant) Responsible Officers of each Loan Party as executing this Amendment, (iii) resolutions of a recent date, from such Secretary the Board of State or Directors and/or similar Governmental Authority and (ii) a certificate of a duly authorized officer governing bodies of each Loan Party dated the Amendment No. 6 Effective Date approving and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment andand the Loan Documents to which it is a party, in the case each case, certified as of the BorrowersFirst Amendment Effective Date by its secretary, the borrowings hereunder, and that such resolutions have not been modified, rescinded an assistant secretary or amended and are a Responsible Officer as being in full force and effecteffect without modification or amendment, and (Civ) as a good standing certificate (to the incumbency and specimen signature extent such concept exists) from the applicable Governmental Authority of each officer executing this Amendment on behalf Loan Party’s jurisdiction of such Loan Party and countersigned by another officer incorporation, organization or formation, as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) aboveapplicable; (hg) the The Administrative Agent shall have received a certificate of an authorized the chief financial officer or treasurer (or other comparable officer) of Holdings certifying the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall besolvency, after giving effect to this Amendment, true Amendment and correct in all material respects as if made assuming the Supplemental Term Loans have been fully funded on and as of the First Amendment No. 6 Effective Date, except of Holdings and its Subsidiaries on a consolidated basis in substantially the form of Exhibit E to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse EffectAmended Credit Agreement; (h) The Administrative Agent shall have received the executed legal opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the First Amendment Effective Date) of (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties, and (ii) ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇, LLP), Georgia counsel to the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent; (ji) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the The Administrative Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O at least two (2) Business Days prior to the Term First Amendment Effective Date all documentation and other information about the Loan Agreement; (l) the Agent Parties as shall have received results of searches or other evidence been reasonably satisfactory to the Agent (requested in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, writing at least five (5) Business Days prior to the First Amendment No. 6 Effective Date, all documentation and other information Date by the Administrative Agent required by regulatory authorities under applicable Anti-Money Laundering Laws, including the USA PATRIOT Act and other “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documentsregulations; and (pj) the Agent shall have received, prior After giving effect to or substantially concurrently with the effectiveness of this Amendment, a prepayment to the Supplemental Revolving Commitments and to the Supplemental Term Loans (assuming such Supplemental Term Loans have been fully funded on the First Amendment Effective Date) and any other Loans or credit extensions to be made to the Borrower on the First Amendment Effective Date, the Borrower is in pro forma compliance with the financial covenant set forth in Section 6.10 of 2016-2 Term B-4 Loans in an aggregate principal amount the Amended Credit Agreement as of $250,000,000the last day of the most recent Test Period.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date (the “Amendment No. 6 Effective Date”) that first Business Day on which each of the following conditions have been is satisfied: (a) the The Administrative Agent shall have received (i) from each Existing Tranche B-3 Term Loan Lender with a counterpart Tranche B-4 Term Loan Commitment and from Additional Tranche B-4 Term Loan Lenders having Additional Tranche B-4 Term Loan Commitments equal in principal amount to the amount of this AmendmentExisting Tranche B-3 Term Loans held by Non-Consenting Existing Tranche B-3 Term Loan Lenders and Post-Closing Option Tranche B-4 Lenders, executed (ii) from the Administrative Agent, (iii) from the Required Lenders and delivered by a duly authorized officer of (iv) from the Borrowers and each Loan Party; (b) the Agent shall have received Guarantor, either (x) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender Amendment signed on behalf of such party or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting written evidence satisfactory to the Required Lenders, provided Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to such party has signed a counterpart of this Amendment; (b) The Borrowers shall have paid to all Existing Tranche B-3 Term Loan Lenders on the Fifth Amendment Effective Date, simultaneously with the making of Tranche B-4 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Tranche B-3 Term Loans to, but not including, the Fifth Amendment Effective Date; (c) the The Administrative Agent shall have received an the executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP▇▇, special counsel to the Loan Borrowers. The Borrowers, the other Credit Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas the Administrative Agent hereby instruct such counsel to the Loan Parties, in each case addressed to the Agent and the Term Lendersdeliver such legal opinion; (gd) the Agent The Borrowers shall have received paid (i) a copy of the certificate or articles of incorporation or organizationAgents the fees in the amounts previously agreed in writing to be received on the Fifth Amendment Effective Date, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Administrative Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Fifth Amendment No. 6 (2017-1) Agreement Arrangers and (b) to the extent invoicedas applicable, all reasonable costs and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limitedincluding, in the case of legal fees and expenses, to without limitation the reasonable fees, charges and documented fees and expenses disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP), counsel for the Fifth Amendment Agreement Arrangers) of the Administrative Agent and the Fifth Amendment Agreement Arrangers, as applicable, for which invoices have been presented prior to the Fifth Amendment Effective Date; (je) subject to subsection (h) above, At the conditions precedent set forth in Section 4.2 time of the Term Loan Agreement shall have been satisfied both before and immediately after giving effect to the Borrowing;Amendment, no Default or Event of Default shall have occurred and be continuing. (kf) the The Administrative Agent shall have received a solvency certificate signed completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Properties (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Chief Financial Officer Borrowers and the applicable Credit Party relating thereto) and, if any such Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, evidence of flood insurance to the extent required pursuant to the Credit Agreement all by the Fifth Amendment Effective Date; (g) The Administrative Agent shall have received the results of (i) searches of the Uniform Commercial Code filings (or equivalent filings) and (ii) bankruptcy, judgment, tax and intellectual property lien searches, made with respect to the Credit Parties in the states of formation of such Person, together with (in the case of clause (i)) copies of the financing statements (or similar documents) disclosed by such search; (h) The Administrative Agent (or its counsel) shall have received (i) (A) a certificate of each of Holdings and the Borrowers, dated the Fifth Amendment Effective Date, substantially in the form attached as of Exhibit O G to the Term Loan Credit Agreement, with appropriate insertions, executed by any Authorized Officer (or in the case of Holdings any Director or authorized agent of Holdings) and the Secretary or any Assistant Secretary of Holdings or the Borrowers (or in the case of Holdings any Director or authorized agent of Holdings), as applicable, and attaching the documents referred to in the following clause (B), and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrowers (or a duly authorized committee thereof) authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and (II) in the case of the Borrowers, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrowers and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrowers executing the Credit Documents to which it is a party or (ii) a certificate of Holdings on behalf of each Borrower, dated the Fifth Amendment Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Closing Date to the documents delivered on the Closing Date pursuant to Sections 6.3 and 6.4 of the Credit Agreement; (li) Each Lender that so requests and the Administrative Agent shall have received results of searches or other evidence (and shall be reasonably satisfactory satisfied with) (i) at least two (2) days prior to the Agent (Fifth Amendment Effective Date, such documentation and information as is reasonably requested in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, writing at least five seven (57) Business Days prior to the Fifth Amendment No. 6 Effective Date, all documentation Date by the Administrative Agent about the Credit Parties to the extent the Administrative Agent and other information Holdings in good faith mutually agree is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations regulations, including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, Patriot Act and (ii) evidence of flood insurance at least three (3) Business Days prior to the Fifth Amendment Effective Date, from each Borrower, if it qualifies as required by Section 9.4 of a “legal entity customer” under the Term Loan Agreement and the applicable provisions of the Collateral DocumentsBeneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower; and (pj) the The Administrative Agent shall have receivedreceived a certificate from the Chief Executive Officer, prior President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, or any other senior financial officer of Holdings or the Borrowers to or substantially concurrently the effect that after giving effect to the Fifth Amendment Agreement, Holdings on a consolidated basis with the effectiveness Restricted Subsidiaries is Solvent; and (k) The Administrative Agent shall have received a Notice of this Amendment, a prepayment of 2016-2 Borrowing with respect to the Tranche B-4 Term B-4 Loans in an aggregate principal amount of $250,000,000Loans.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date (the “Amendment No. 6 Effective Date”) that first Business Day on which each of the following conditions have been is satisfied: (a) the The Administrative Agent shall have received (i) from each Tranche B-1 Term Lender with a counterpart Tranche B-2 Term Exchange Commitment and from Post-Closing Option Lenders having Additional Tranche B-2 Term Commitments equal in principal amount to the amount of this AmendmentTranche B-1 Term Loans held by Non-Exchanging Term Lenders, executed (ii) from the Administrative Agent and delivered by a duly authorized officer of (iii) from the Borrower and each Loan Party; (b) the Agent shall have received Guarantor, either (x) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender Amendment signed on behalf of such party (or Additional 2017-1 Term B-6 Lender and a Consent) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. (b) The Administrative Agent shall have received executed Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment;. (c) the The Administrative Agent shall have received from each Additional Tranche B-2 Term Lender (other than Post-Closing Option Lenders) an executed counterpart to the applicable Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent;Agreement. (d) the Agent The Borrower shall have received an executed Joinder entered into by any Additional 2017-1 paid to all Tranche B-1 Term B-5 LenderLenders on the Amendment No. 2 Effective Date, Holdings simultaneously with the making of Tranche B-2 Term Loans under the Credit Agreement, all accrued and unpaid interest on their Tranche B-1 Term Loans to, but not including, the Borrowers, and acknowledged by the Agent;Amendment No. 2 Effective Date. (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the The Administrative Agent shall have received a customary legal written opinion (including no conflicts with all indentures addressed to the Administrative Agent, the Lenders and other material debt documents the Issuing Banks and dated the Amendment No. 2 Effective Date) of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, New York counsel to for the Loan Parties in form and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, substance reasonably satisfactory to the Administrative Agent. Each of Holdings and Texas the Borrower hereby requests such counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders;deliver such opinions. (gf) the Agent The Borrower shall have received paid (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by Joint Bookrunners the Secretary of State of fees in the state of its organization, and a certificate as amounts previously agreed in writing to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect be received on the Amendment No. 6 2 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Administrative Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket costs and expenses of the Amendment No. 6 Administrative Agent (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limitedincluding, in the case of legal fees and expenses, to without limitation the reasonable fees, charges and documented fees and expenses disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j, counsel for the Administrative Agent) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall for which invoices have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, presented at least five (5) three Business Days prior to the Amendment No. 6 2 Effective Date. (g) At the time of and immediately after giving effect to this Amendment no Default or Event of Default shall have occurred and be continuing. (h) The Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (in relation to a Loan Party constituted under German law not older than 14 days and certified by the relevant commercial register) and in relation to a Luxembourg Loan Party an up-to-date excerpt from the Luxembourg Register in respect of the Luxembourg Loan Party as of the date of this Amendment and a certificate from the Luxembourg Register dated as at the date hereof stating that no judicial decision has been registered with the Luxembourg Register by application of article 13, items 2 to 11 and 13 and article 14 of the RCS Law, according to which the Luxembourg Loan Party would be subject to one of the judicial proceedings referred to in these provisions of the RCS Law including in particular, bankruptcy (faillite), controlled management (gestion contrôlée), suspension of payments (sursis de paiement), arrangement with creditors (concordat préventif de la faillite) and judicial liquidation (liquidation judiciaire) proceedings, (ii) signature and, to the extent such concept exists, incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, setting out, in respect of each Belgian Loan Party, the reasons why the board of directors of that Belgian Loan Party considered that the entry into this Amendment, is of the benefit to that Loan Party, certified as of the Amendment No. 2 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. (i) To the extent required and requested by any Additional Tranche B-2 Term Lenders at least three Business Days prior to the Amendment No. 2 Effective Date, the Administrative Agent shall have received all documentation and other information about the Loan Parties as shall have been requested in writing by such Additional Tranche B-2 Term Lenders that they shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations includingregulations, including without limitation, limitation the PATRIOT USA Patriot Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date;. (oj) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the The Administrative Agent shall have received, prior received a certificate signed by a Responsible Officer of the Borrower certifying as to or substantially concurrently with the effectiveness accuracy of the representations set forth in paragraphs (b) and (c) of Section 2 hereof. (k) The Administrative Agent shall have received a Consent to this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000Amendment from each Revolving Lender.

Conditions to Effectiveness of Amendment. This Amendment The effectiveness of the amendments set forth in Section 2 hereof shall become effective occur on the date of the satisfaction of the following conditions precedent (such date, the “Sixth Amendment No. 6 Effective Date”): a. the Borrower Representative, each other Loan Party (other than Loan Parties incorporated in Korea) that and the following conditions New Term Lenders shall have been satisfied:executed and delivered counterparts (or, as applicable, a Lender Consent or a Joinder) to this Amendment to the Administrative Agent; b. each of the representations and warranties contained in Section 10 of this Amendment shall be true and correct in all material respects (aand in all respects if any such representation or warranty is already qualified by materiality) on and as of the Sixth Amendment Effective Date; c. at the time of and immediately after giving effect to this Amendment and the transactions occurring on the Sixth Amendment Effective Date, no Default or Event of Default exists; d. the Administrative Agent shall have received a counterpart of this Amendment, executed certificate dated the Sixth Amendment Effective Date and delivered signed by a duly authorized officer Responsible Officer of each Loan Partythe Borrower Representative, confirming compliance with the conditions set forth in Sections 7(b) and 7(c) hereof, confirming that the applicable conditions under Section 2.18(a) and Section 4.02 of the Existing Credit Agreement are satisfied in respect to the Refinancing Term Loans and appending the resolutions adopted by the Borrowers approving the Refinancing Term Loans; (b) e. the Agent shall have received (x) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment; (c) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Administrative Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents solvency certificate dated as of the Sixth Amendment Effective Date in substantially the form of Exhibit H of the Amended Credit Agreement from a Financial Officer of the Parent Borrower certifying as to the matters set forth therein; f. the Administrative Agent shall have received, on behalf of itself and its subsidiaries) (A) from the Lenders on the Sixth Amendment Effective Date, a customary written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to for the Parent, the Borrowers and each other Loan Parties and Party (A) dated the Sixth Amendment Effective Date, (B) from ▇▇addressed to the Administrative Agent, the Amendment Arrangers and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and the Amendment Arrangers covering such matters relating to this Amendment; a. the Administrative Agent shall have received for distribution to ▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan PartiesSachs Bank USA, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, its capacity as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available fundsArranger, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately and expenses agreed to in writing by Holdings the Borrowers or the Borrower Representative that are due and payable on or before the Sixth Amendment No. 6 Effective Date (2017-1) Arrangers and (b) to the extent invoiced, all including reasonable and documented out-of-pocket fees, expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case disbursements of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (jcounsel) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory extent notified to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, Borrower Representative at least five three (53) Business Days prior to the Sixth Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; b. the Term Borrowers shall have applied, concurrently with the exchange of the Exchanged Term Loans with Refinancing Term Loans, the Net Proceeds of the Refinancing Term Loans (oif any), together with cash on hand, to prepay in full the outstanding principal amount of all Non-Exchanged Term Loans, to pay accrued and unpaid interest payable on all Existing Term Loans to (and excluding) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating theretoSixth Amendment Effective Date, and (iiif applicable) evidence of flood insurance as required by to pay amounts owing on the Non-Exchanged Term Loans under Section 9.4 3.06 of the Term Loan Agreement and the applicable provisions Existing Credit Agreement, in each case as of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000Sixth Amendment Effective Date.

Conditions to Effectiveness of Amendment. This Amendment (other than with respect to Section 3.1) shall become effective on the date (the “Amendment No. 6 Effective Date”) that on which the following conditions have been satisfiedare satisfied or waived: (a) the The Administrative Agent (or its counsel) shall have received from the Administrative Agent, the L/C Issuer, the Swingline Lender, the Borrower, Holdings and Lenders constituting the Required Lenders either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment, executed and delivered by a duly authorized officer of each Loan Party;. (b) the The Administrative Agent shall have received the net cash proceeds (the “Notes Proceeds”) from the incurrence of at least $1.5 billion of February 2013 First Lien Notes, to be applied to repay Term Loans as follows: (i) first, to repay the aggregate principal amounts of Term B-1 Loans, Term B-2 Loans and Term B-3 Loans held by each Consenting Lender (other than a Defaulting Lender) on the Amendment Effective Date which such Consenting Lender has elected to be repaid at par as set forth on such Lender’s Consent Form (as defined below); (ii) second, to the repayment of the aggregate principal amounts of Term B-5 Loans and Term B-6 Loans (such Lender’s “B5/B6 Submitted Amount”) held by each Consenting Lender (other than a Defaulting Lender) on the Amendment Effective Date which such Consenting Lender has elected to be repaid at par as set forth on such Lender’s Consent Form; provided that, if the aggregate B5/B6 Submitted Amount of all Consenting Lenders exceeds the lesser of (x) a counterpart 20% of this Amendment, executed the outstanding principal amount of all Term B5 Loans and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender Loans on the Amendment Effective Date and (y) Consents from the amount of Notes Proceeds remaining after the application of the repayments pursuant to clause (i) above, the Borrower shall repay portions of the B5/B6 Submitted Amount on a ratable basis among such Consenting Lenders constituting up to such lesser amount; and (iii) third, to repay Term Loans elected to be repaid by the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment;Borrower on the Amendment Effective Date. (c) the The Administrative Agent shall have received an executed Joinder entered into from the Borrower a consent fee payable for the account of each Consenting Lender (other than a Defaulting Lender) holding outstanding Revolving Facility Commitments or Term B-4 Loans as of the Amendment Effective Date equal to 0.10% of the sum of (x) the aggregate principal amount of Term B-4 Loans, if any, held by any Additional 2017-1 Term B-6 Lendersuch Lender as of the Amendment Effective Date with respect to which a consent was delivered and (y) the aggregate amount of the Revolving Facility Commitments, Holdings and if any, of such Lender as of the Borrowers, and acknowledged by the Agent;Amendment Effective Date with respect to which a consent was delivered. (d) the The Administrative Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate fees payable thereto on or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) prior to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available fundsEffective Date and, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers including reasonable fees, charges and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses disbursements of ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP);) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (je) subject to subsection (h) above, A reaffirmation agreement substantially in the conditions precedent set forth in Section 4.2 of form previously delivered under the Term Loan Credit Agreement shall have been satisfied both before executed and after giving effect to the Borrowing;delivered by each party thereto. (kf) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the The Administrative Agent shall have received, at least five (5) Business Days prior to on behalf of itself, the Lenders and the L/C Issuer on the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life written opinion of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP or other counsel reasonably acceptable to the Parent Borrower and each Administrative Agent, as counsel for the Loan Party relating theretoParties, and (ii) evidence of flood insurance as required by Section 9.4 each local counsel specified on Schedule 1 or other counsel reasonably acceptable to the Administrative Agent, in each case (a) dated the Amendment Effective Date, (b) addressed to the Administrative Agent, the Lenders and the L/C Issuer on the Amendment Effective Date and (c) in form and substance reasonably satisfactory to the Administrative Agent. Each Loan Party hereby instructs its counsel to deliver such opinions. (g) The Borrower shall have received applicable regulatory approval for effectiveness of the Term Loan Agreement Amendment (other than with respect to the Extended Maturity Revolving Facility Commitments to be established pursuant to Section 3.1 hereof) and the applicable provisions offering of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000February 2013 First Lien Notes.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date (the “Amendment No. 6 Effective Date”) that first Business Day on which each of the following conditions have been is satisfied: (a) the The Administrative Agent shall have received a counterpart (i) (I) from each Cashless Option Tranche B-4 Lender and (II) from Additional Tranche B-5 Term Loan Lenders having Additional Tranche B-5 Term Loan Commitments equal in principal amount to the sum of this Amendment, executed and delivered by a duly authorized officer of each Loan Party; (bx) the Agent shall have received principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-4 Term Loan Lenders plus (y) the principal amount of Existing Term Loans for which the “Post-Closing Settlement Option” was selected, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this AmendmentAmendment (or, executed and delivered by any Additional 2017-1 Term in the case of such Cashless Option Tranche B-4 LenderLenders, Additional 2017-1 Term B-5 Lender a Consent to Amendment No. 9) signed on behalf of such party or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting written evidence satisfactory to the Required Lenders, provided Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid (or caused to have been paid) to (i) all Existing Term Loan Lenders on the Amendment No. 9 Effective Date, simultaneously with the making (or deemed making) of Tranche B-5 Term Loans under the Amended Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 9 Effective Date and (ii) all Non-Consenting Existing Tranche B-4 Term Loan Lenders and all Post-Closing Option Tranche B-4 Lenders on the Amendment No. 9 Effective Date, simultaneously with the making (or deemed making) of Tranche B-5 Term Loans under the Amended Credit Agreement, all outstanding principal of their Existing Term Loans as of the Amendment No. 9 Effective Date; (c) the The Administrative Agent shall have received an the executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇& ▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas special counsel to the Loan Credit Parties. The Borrower, in each case addressed to the Agent Holdings and the Term Lenders;Administrative Agent hereby instruct such counsel to deliver such legal opinion; |US-DOCS\155771128.5|| (gd) the Agent The Borrower shall have received paid (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of 9 Arrangers the by-laws or operating (or limited liability company) agreement of such Loan Party as fees in effect the amounts previously agreed in writing to be received on the Amendment No. 6 9 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Administrative Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable costs and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limitedincluding, in the case of legal fees and expenses, to without limitation the reasonable fees, charges and documented fees and expenses disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) above, counsel for the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before Administrative Agent and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to 9 Arrangers) of the Administrative Agent for the delivery of such termination statements and releases, satisfactions and discharges which invoices have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days presented prior to the Amendment No. 6 9 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, all dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing this Amendment and the other Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 9 Effective Date or a recent date prior thereto; (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-5 Term Loans in accordance with Section 2.3 of the Amended Credit Agreement; (h) The Tranche B-5 Term Loan Lenders shall have received prior to the Amendment No. 9 Effective Date such documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by such Lender at least 10 days prior to the Amendment No. 9 Effective Date and as required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations regulations, including, without limitation, the PATRIOT Patriot Act; and (i) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and any Tranche B-5 Term Loan Lender has provided its electronic delivery requirements, that has been reasonably requested by such Lender requesting a Beneficial Ownership Certification in writing to the Lenders Borrower at least 10 days prior to the Amendment No. 6 9 Effective Date shall have received prior to the Amendment No. 9 Effective Date; (o) , a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and Beneficial Ownership Certification in relation to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000Borrower.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective on is subject solely to the date satisfaction or waiver of each of the following conditions (the “Amendment No. 6 10 Effective Date Conditions”; and the date on which such conditions are satisfied or waived, the “Amendment No. 10 Effective Date”) that the following conditions have been satisfied:): (a) the The Administrative Agent shall have received (i) from each Existing Tranche B-5 Term Loan Lender with a counterpart Tranche B-6 Term Loan Commitment and from Additional Tranche B-6 Term Loan Lenders having Additional Tranche B-6 Term Loan Commitments equal in principal amount to the amount of this AmendmentExisting Tranche B-5 Term Loans held by Non-Consenting Existing Tranche B-5 Term Loan Lenders and Post-Closing Option Tranche B-6 Lenders, executed (ii) from the Administrative Agent, (iii) from the Required Lenders and delivered by a duly authorized officer of (iv) from the Borrowers and each Loan Party; (b) the Agent shall have received Guarantor, either (x) a counterpart of this AmendmentAmendment signed on behalf of such party (including, executed and delivered by any Additional 2017for the avoidance of doubt, in each case of a Cashless Option Tranche B-6 Lender or Post-1 Term B-4 Closing Option Tranche B-6 Lender, Additional 2017-1 Term B-5 Lender an executed counterpart substantially in the form of Exhibit A hereto) or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting written evidence satisfactory to the Required Lenders, provided Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to such party has signed a counterpart of this Amendment; (b) The Borrowers shall have paid to all Existing Tranche B-5 Term Loan Lenders on the Amendment No. 10 Effective Date, substantially concurrently with the making of Tranche B-6 Term Loans under the Amended Credit Agreement, all accrued and unpaid interest on the Existing Tranche B-5 Term Loans to, but not including, the Amendment No. 10 Effective Date; (c) the The Administrative Agent shall have received an the executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Loan Parties Borrowers and (B) from Morris, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ Traurig LLP, Californiaas special Delaware counsel for the Borrowers. The Borrowers, Illinois, Massachusetts, the other Credit Parties and Texas the Administrative Agent hereby instruct such counsel to the Loan Parties, in each case addressed to the Agent and the Term Lendersdeliver such legal opinions; (gd) the Agent The Borrowers shall have received paid (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by Agents the Secretary of State of fees in the state of its organization, and a certificate as amounts previously agreed in writing to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect be received on the Amendment No. 6 10 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effectDate, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Administrative Agent shall have received a certificate of an authorized officer of the Parent Borrower dated and the Amendment No. 6 Effective Date certifying that (i) each 10 Arrangers, as applicable, all reasonable costs and expenses of the representations Administrative Agent and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date10 Arrangers, except to the extent such representations and warranties expressly relate to an earlier timeas applicable, in for which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall invoices have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) been presented prior to the Amendment No. 6 10 Effective Date (2017-1) Arrangers (as defined herein) in immediately available fundsincluding, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoicedwithout limitation, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and out-of-pocket expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel for the Amendment No. 10 Arrangers and the Administrative Agent with respect thereto); (je) subject The Administrative Agent (or its counsel) shall have received (i) (A) a certificate of each of Holdings and the Borrowers, dated the Amendment No. 10 Effective Date, substantially in the form of Exhibit G to subsection the Credit Agreement, with appropriate insertions, executed by any Authorized Officer (hor in the case of Holdings any Director or authorized agent of Holdings) aboveand the Secretary or any Assistant Secretary of Holdings or the Borrowers (or in the case of Holdings any Director or authorized agent of Holdings), as applicable, and attaching the documents referred to in the following clause (B), and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrowers (or a duly authorized committee thereof) authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and (II) in the case of the Borrowers, the conditions precedent set forth in Section 4.2 extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrowers and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Term Loan Agreement Authorized Officers of Holdings and the Borrowers executing the Credit Documents to which it is a party or (ii) a certificate of Holdings on behalf of each Borrower, dated the Amendment No. 10 Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Closing Date to the documents delivered on the Closing Date pursuant to Sections 6.3 and 6.4 of the Credit Agreement; (f) The Administrative Agent shall have been satisfied both before received a Notice of Borrowing with respect to the Tranche B-6 Term Loans; and (g) At the time of and immediately after giving effect to the Borrowing; (k) Amendment, no Event of Default under Section 11.1 or Section 11.5 of the Agent Credit Agreement shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the occurred and be continuing. Each Additional Tranche B-6 Term Loan Lender party hereto and each Cashless Option Tranche B-6 Lender and Post-Closing Option Tranche B-6 Lender by delivering its signature page to this Amendment or a Consent to Tenth Amendment Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated , as of a date reasonably satisfactory to the Agent) indicating the absence of Liens applicable, and providing its applicable Commitment on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 10 Effective Date (as applicable), shall be deemed to have accepted or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; satisfied with (mor waived) the each condition set forth in this Section 3. The Administrative Agent shall have received a Committed Loan Notice for notify the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to Lenders of the Amendment No. 6 10 Effective DateDate upon the occurrence thereof, and such notice and the effectiveness of this Amendment and the Amended Credit Agreement shall be conclusive and binding upon all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by of the Lenders at least 10 days prior and all of the other parties to the Credit Documents and each of their successors and assigns; provided that, failure to give any such notice shall not affect the effectiveness, validity or enforceability of this Amendment or the Amended Credit Agreement. The parties hereto, and each Cashless Option Tranche B-6 Lender and Post-Closing Option Tranche B-6 Lender, hereby agree that notwithstanding any other provision hereof, the Amendment No. 6 10 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged PropertyDate is January 22, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,0002024.

Conditions to Effectiveness of Amendment. This Amendment ---------------------------------------- shall become effective on the date later to occur of (the “Amendment No. 6 Effective Date”x) that the following conditions have been satisfied: May 15, 2001, and (ay) the first day when the Administrative Agent shall have received a counterpart all of the following documents: (i) counterparts of this Amendment as executed on behalf of Borrower and the Lenders, together with the Acknowledgment and Agreement of Subsidiary Guarantors as executed on behalf of the Subsidiary Guarantors, (ii) the replacement Syndicated Note in favor of Comerica Bank (the "Comerica Replacement -------------------- Note") reflecting the increase in its Commitment pursuant to this Amendment, as ---- executed and delivered by a duly authorized officer on behalf of each Loan Party; Borrower, (b) the Agent shall have received (x) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment; (c) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (iiiii) a certificate of a duly authorized officer Borrower signed by the Secretary or an Assistant Secretary of each Loan Party dated Borrower, certifying as to the Amendment No. 6 Effective Date names, true signatures and certifying (A) that attached thereto is a true and complete copy incumbency of the by-laws officer or operating (or limited liability company) agreement officers authorized to execute and deliver this Amendment and the Comerica Replacement Note, together with copies of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party Borrower authorizing the execution, delivery and performance of this Amendment and, in and the case of the Borrowers, the borrowings hereunderComerica Replacement Note, and that such resolutions have not been modifiedany amendments, rescinded supplements, or amended and are in full force and effectother changes to the certificate of incorporation or by-laws of Borrower since January 31, 2001, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (hiv) the Agent shall have received a certificate favorable opinions of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (iA) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, general counsel of Borrower, and (B) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Bird, LLP); (j) subject , special counsel for Borrower, covering matters relating to subsection (h) aboveBorrower, this Amendment, the conditions precedent set forth in Section 4.2 Comerica Replacement Note, and such other matters as the Administrative Agent or any Lender may reasonably request. The later of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially dates in the form attached as Exhibit O to preceding sentence shall be the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the "Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000.2

Conditions to Effectiveness of Amendment. This Amendment Amendment, including the amendments set forth in Section 2, shall become effective and the provisions set forth in Sections 1 and 2 shall become operative, and each New Incremental Term Loan Lender shall make New Term Loans in the amount of its respective New Term Loan Commitment, on the date and at the time (the “Amendment No. 6 2 Effective DateTime”) that at which each of the following conditions have been satisfiedare satisfied or waived by each applicable party: (a) The Administrative Agent shall have received executed signature pages to this Amendment from each Lender party hereto, the Borrower and each other Loan Party. (b) The Administrative Agent shall have received a counterpart certificate from an officer or director of this Amendment, executed and delivered by a duly authorized officer of each Loan Party; (b) the Agent Borrower stating that the Revolving Facility Agreement shall have received become effective pursuant to and in accordance with the terms and conditions thereof and Loans (xas defined in the Revolving Facility Agreement) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting shall have been made available to the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment;Borrower. (c) the Agent The Incremental Term Lenders party hereto shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings all amounts due and payable on or prior to the Borrowers, and acknowledged by Amendment No. 2 Effective Time to the Agent;extent invoiced at least one Business Day prior to the Amendment No. 2 Effective Time. (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the The Administrative Agent shall have received a customary legal opinion certificate of the Secretary or an Assistant Secretary of the Borrower and each Guarantor setting forth (including no conflicts i) resolutions of the its board of directors or other appropriate governing body with all indentures respect to the authorization of the Borrower or such Guarantor to execute and deliver the Amendment and to enter into the transactions contemplated hereby, (ii) the officers of the Borrower or such Guarantor (y) who are authorized to sign this Amendment and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other material debt communications in connection with this Amendment and the transactions contemplated hereby, (iii) specimen signatures of such authorized officers, and (iv) the articles or certificate of incorporation and by-laws or other applicable organizational documents of the Parent Borrower and its subsidiariessuch Guarantor, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary. (e) The Administrative Agent shall have received a certificate from an officer or director of the Borrower attaching the same (Ai) certificates of good standing from the applicable Secretary of State (or equivalent) of the State of organization of each Loan Party and (ii) certificate of insurance coverage of the Borrower, in each case, as delivered to the administrative agent under the Revolving Facility Agreement. (f) The New Incremental Term Lenders shall have received, on behalf of itself, and the New Incremental Term Lenders, an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP);, New York counsel to the Borrower and the Guarantors. (jg) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the The Administrative Agent shall have received a solvency certificate signed by from an authorized officer of the Chief Financial Officer of Holdings substantially in Borrower that the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent Merger shall have received results of searches been consummated or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered will be consummated substantially concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000.2

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date (the “"Amendment No. 6 Effective Date”") that upon (a) payment by the following conditions have been satisfiedBorrower to the Agent, for the account of the Lender, an activation fee in the amount of $25,000 pursuant to Section 4.2(b) of the Loan Agreement, and (b) receipt by the Agent of the following, each in form and substance satisfactory to the Agent: (ai) the Agent shall have received a counterpart counterparts of this Amendment, duly executed and delivered by a duly authorized officer of each Loan PartyBorrower; (bii) an Amended and Restated Revolving Credit Note in the form attached hereto as Annex A duly executed by each Borrower; (iii) an Acquisition Loan Note substantially in the form of Exhibit B-3 attached to the Loan Agreement duly executed by each Borrower; (iv) certified copies of the articles of incorporation and bylaws of Mobile Products, as in effect on the Amendment Effective Date, and with respect to the other Borrowers and the Guarantors, a certificate of an appropriate officer of such Borrowers and Guarantors to the effect that none of such documents relating to such Borrowers and Guarantors have been amended or otherwise modified since April 21, 1999 (with respect to Mid Bus and Brutzer) and July 31, 1998 (with respect to ▇▇▇▇▇▇▇, Bus, WCI, Capacity, Mobile, World Trans and Guarantors), the respective dates on which such documents were last delivered to Agent shall have received and Lender under the Loan Agreement; (xv) certificates of incumbency and specimen signatures with respect to each of the officers of the Borrowers and the Guarantors who is authorized to execute and deliver the Loan Documents to which it is a counterpart of this Amendmentparty and each other certificate, agreement or other document to be executed by the Borrowers and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to Guarantors in connection with this Amendment; (cvi) a certificate evidencing the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings good standing of Mobile Products in the jurisdiction of its incorporation and the Borrowers, and acknowledged by the Agentin each other jurisdiction in which it is required to be qualified as a foreign corporation to transact business as presently conducted; (dvii) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents certificate of the Parent Borrower and its subsidiaries) (A) from President of ▇▇▇▇▇▇▇ or of the Financial Officer that all representations and warranties of Borrowers set forth in the Loan Documents are true and correct as of the Amendment Effective Date and that no Default or Event of Default exists (after giving effect to this Amendment and the ▇▇▇▇ & ▇▇▇▇▇ LLPAcquisition), counsel and Agent and Lender shall be satisfied as to the Loan Parties truth and accuracy thereof; (Bviii) from amendments or modifications to each of the Mortgages existing on the Amendment Effective Date and endorsements to related title insurance policies; (ix) Certified copies of the executed Asset Purchase Agreement dated as of September 1, 2000, between ▇▇▇▇▇▇▇, Mobile Products, ▇▇▇▇▇▇, Inc., an Oklahoma corporation and Celstar Group, Inc., an Ohio corporation (the "▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, Acquisition") and Texas counsel to all documents and agreements executed in connection with such Acquisition. (x) Executed Mortgages on Acquired Real Estate in connection with the Loan Parties, in each case addressed to the Agent ▇▇▇▇▇▇ Acquisition and the Term Lendersrelated title insurance policies. (xi) Financing Statements duly executed and delivered by Mobile Products and ▇▇▇▇▇▇▇; (g) the Agent shall have received (ixii) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date Trademark Assignment duly executed and delivered by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) aboveMobile Products; (hxiii) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations Patent Assignment duly executed and warranties made delivered by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse EffectMobile Products; (ixiv) the Parent Borrower shall have paid (or have caused to be paid)a Collateral Assignment of Rights Under Acquisition Agreement, (a) in form and substance satisfactory to the Amendment No. 6 Agent, duly executed and delivered by Mobile Products and ▇▇▇▇▇▇▇; (2017-1xv) Arrangers (as defined herein) in immediately available funds, evidence of payment or arrangements for payment of all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings Debt and the Amendment No. 6 termination or arrangements for termination of all Liens not permitted under the Loan Documents; (2017-1xvi) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses a signed opinion of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇ LLP), counsel for the Borrowers, and of such local counsel for the Borrowers as may be required, opining as to such matters in connection with the transactions contemplated by this Amendment as the Agent or its special counsel may reasonably request; (jxvii) subject updated Schedules to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect as necessary to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated reflect accurately as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 2 Effective Date or other arrangements satisfactory the facts purported to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been madebe set forth therein; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (oxviii) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance consent duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral DocumentsGuarantor; and (pxix) such other documents and instruments as the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000may reasonably request.

Conditions to Effectiveness of Amendment. This The obligations of the Lenders herein and the effectiveness of the other provisions of this Amendment shall become effective on be subject to the date (the “Amendment No. 6 Effective Date”) that fulfillment of the following conditions have been satisfiedprecedent in a manner satisfactory to the Agent: (a) the The Agent shall have received a counterpart all the following (each of this Amendment, executed the following documents in form and delivered by a duly authorized officer of each Loan Party; (b) the Agent shall have received (x) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed substance satisfactory to have consented to this Amendment; (c) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent;): (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a A copy of the certificate or articles resolutions of incorporation or organizationthe Board of Directors of the Borrower, including all amendments theretodated on the date hereof, of each Loan Party, certified, if applicable, as of a recent date certified by the Secretary of State Assistant Secretary of the state of its organizationBorrower, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance by the Borrower of this Amendment and, in and any other document to be delivered by the case Borrower pursuant hereto; (ii) A certificate of the BorrowersSecretary or an Assistant Secretary of the Borrower, dated on the borrowings hereunderdate hereof, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing the officers of the Borrower authorized to sign this Amendment on behalf and any other document to be delivered by the Borrower pursuant hereto, together with evidence of the incumbency of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) aboveSecretary or Assistant Secretary; (hiii) All consents, approvals, waivers, authorizations and orders of any courts or governmental authorities (including, without limitation, federal and state banking authorities) or third parties required in connection with the execution, delivery and performance by the Borrower of this Amendment and each document to be delivered by Borrower pursuant hereto and the performance of the transaction contemplated hereby; and (iv) All other documents the Agent shall have received a certificate of an authorized officer of may reasonably request with respect to any matter relevant to this Amendment and the Parent Borrower dated the Amendment No. 6 Effective Date certifying that transactions contemplated hereby; (ib) each of the The representations and warranties made by any Loan Party contained in or pursuant to the Financing Agreements Credit Agreement, as amended hereby, shall be, after giving effect to this Amendment, be true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations date hereof and warranties expressly relate to an earlier time, in which case such representations on and warranties were true and correct in all material respects as of such earlier timethe date of actual execution and delivery hereof by the Borrower; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and (c) All corporate and correct in legal proceedings and all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed documents required to be a reference to completed and executed by the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendmentprovisions of, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably all instruments to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers executed in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoicedtransactions contemplated by, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, any related agreements shall be satisfactory in the case of legal fees form and expenses, substance to the reasonable Agent, and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed all information and copies of all documents, including records of corporate proceedings, required by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O this Amendment and any related agreements to the Term Loan Agreement; (l) be executed or which the Agent shall may reasonably have received results of searches requested in connection therewith, such documents, where appropriate, to be certified by proper corporate or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000governmental authorities.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on when the date (the “Amendment No. 6 Effective Date”) that the following conditions have been satisfied: (a) the Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each Loan Party; (b) the Agent shall have received (x) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment; (c) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) counterparts of this Amendment duly executed by each of the Borrowers and Guarantors; (ii) the Second Amended and Restated Revolver Note, dated as of the date of this Amendment executed by the Borrower; (iii) the Reaffirmation of Guarantees and Reaffirmation of Security Agreements, in the form attached hereto, each executed and delivered by the Guarantors; (iv) a certified copy of the resolutions of the Board of Directors of the Borrower and each of the Guarantors, evidencing approval of this Amendment and the other documents and matters contemplated hereby, and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and such other documents, including, but not limited to, a certificate of “good standing” (or its equivalent), certified copies of the articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State and true and correct copies of the state bylaws; (v) a favorable opinion of its organizationcounsel for the Borrower, in form and a certificate substance acceptable to Lender, as to the good standing (where relevant) of due execution and delivery by the Borrower and each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance Guarantors of this Amendment and, in and the case of the Borrowers, the borrowings hereunder, other documents contemplated hereby and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to such other matters as the incumbency and specimen signature Lender may reasonably request; (vi) a signed copy of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated and each of the Guarantors, in the form and substance acceptable to Lender, who shall certify the names of the officers of the Borrower and the respective Guarantors authorized to sign this Amendment and the other documents or certificates to be delivered pursuant to this Amendment by the Borrower, each of the Guarantors, or any of its respective officers, together with the true signatures of such officers (Lender may conclusively rely on such certificate until it shall receive a further certificate of the Secretary or an Assistant Secretary of the Borrower or the respective Guarantor canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate); (vii) a certified copy of the written approval and consent of the holders, if any, of any obligations of the Borrower which must consent to this Amendment and the Borrowings under the Agreement and the other Loan Documents, as amended hereby; (viii) Amendment No. 6 Effective Date certifying 2 to Subordination Agreements, to be signed by each Affiliate that (i) each is a holder of debt of the representations Borrower other than the Lender, if any, or unless waived by the Lender; and warranties made (ix) payment by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as Borrower of the Amendment No. 6 Effective Datefees and costs, except to the extent such representations including attorney’s fees and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent incurred in connection with this Amendment and the transaction other documents and matters contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000hereby.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on as of the date (the “Amendment No. 6 Effective Date”) that on which each of the following conditions have has been satisfied: (a) the Agent shall have received a counterpart counterparts of this AmendmentAmendment that, executed when taken together, bear the signatures of the Credit Parties and delivered by a duly authorized officer of each Loan Partyall the Lenders; (b) the Agent shall have received (x) a counterpart of payment for any and all fees owing in connection with this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting including the Required amendment fee in the aggregate amount of $165,000 for all such Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender which amendment fee shall be deemed divided on a pro rata basis among such Lenders by Agent based on each Lender’s Commitment Percentage (after giving effect to have consented to the amendments set forth in this Amendment;, including the increase of the Total Commitment). (c) to the extent invoiced, the Lenders, the Agent and the Book-Runner shall have received an executed Joinder entered into by payment or reimbursement of their out-of-pocket expenses in connection with this Amendment and any Additional 2017other out-1 Term B-6 Lenderof-pocket expenses of the Lenders, Holdings the Agent or the Book-Runner required to be paid or reimbursed pursuant to the Credit Agreement, including the reasonable fees, charges and the Borrowers, and acknowledged by disbursements of counsel for the Agent; (d) the Borrowers shall have delivered to the Agent such certificates of authorized officers of the Borrowers and the Guarantors, certificates of Governmental Authorities, certified copies of the certificates of incorporation, formation, bylaws and operating agreements, as applicable, of the Borrowers and the Guarantors (or certified confirmation that no amendments, modifications or revisions have been to those previously certifies and delivered to the Agent, as applicable), certified copies of resolutions of the directors, managers or members, as applicable of the Borrowers and the Guarantors and such other documents, instruments and agreements as the Agent shall have received an executed Joinder entered into by require to evidence the valid corporate existence and authority to conduct business of the Borrowers and the Guarantors and the due authorization, execution and delivery of this Amendment any Additional 2017-1 Term B-5 Lender, Holdings other documents related to this Amendment and any other legal maters relating to the Borrowers, and acknowledged the Guarantors, any Subsidiary or the other Loan Documents by the AgentBorrowers and/or the Guarantors, all in a form and substance reasonable satisfactory to the Agent and its counsel; (e) the Agent Borrowers shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed delivered to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Borrowers and the Guarantors dated as of the Effective Date, addressed to the Agent and the Lenders and covering such matters in connection with the foregoing as the Agent or the Lenders may reasonably request, in a form and substance reasonable satisfactory to the Agent and its counsel; (f) the Borrowers shall have delivered to the Agent new duly completed and executed Revolving Credit Notes dated as the Effective Date for each Lender who has increased its Commitment pursuant to this Amendment, and in each case payable to the order of such Lender; (g) the Borrowers shall have delivered to the Agent security documents and other legal documentation related to the pledge of 65% of the issued and outstanding equity interests of ▇▇▇▇▇ LLP)and the Pledged Inter-Company Loans and each Pledged Inter-Company Note, each of which shall be in form and substance satisfactory to the Agent and its counsel; (j) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed and be satisfied with asset appraisals (inventory, equipment and the Timberland Properties) of certain assets to be specified by the Chief Financial Officer of Holdings substantially Agent from appraisers satisfactory to the Agent; provided, that, such appraisers shall be engaged directly by the Agent and shall have no direct or indirect interest, financial or otherwise, in the form attached as Exhibit O Property or the transaction; and (i) the Borrowers shall have delivered to the Term Loan Agreement; (l) Agent such other documents, instruments and agreements as the Agent shall have received results may reasonably request in connection with the purposes of searches or other evidence this Amendment, all in form and substance reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000its counsel.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date (the “Amendment No. 6 Effective Date”) that first Business Day on which each of the following conditions have been is satisfied: (a) the The Administrative Agent shall have received a counterpart (i) (I) from each Cashless Option Tranche B-1/B-3 Lender, (II) from Additional Tranche B-4 Term Loan Lenders having Additional Tranche B-4 Term Loan Commitments equal in principal amount to the sum of (x) the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-1/B-3 Term Loan Lenders plus (y) the principal amount of Existing Term Loans for which the “Post-Closing Settlement Option” was selected and (III) from each Revolving Credit Lender and 2020 Additional Revolving Credit Lender, which L▇▇▇▇▇▇ described in this clause (i) shall collectively constitute all Lenders after giving effect to this Amendment, executed (ii) from the Administrative Agent, and delivered by a duly authorized officer of each Loan Party; (biii) from the Agent shall have received Borrower and Holdings, either (x) a counterpart of this AmendmentAmendment (or, executed and delivered by any Additional 2017-1 Term B-4 Lenderin the case of such Cashless Option Tranche B-1/B-3 Lenders, Additional 2017-1 Term B-5 Lender a Consent to Amendment No. 7) signed on behalf of such party or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting written evidence satisfactory to the Required Lenders, provided Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to such party has signed a counterpart of this Amendment; (cb) the Agent The Borrower shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; paid (dor caused to have been paid) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Existing Term Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect Lenders on the Amendment No. 6 7 Effective Date orDate, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by simultaneously with the board of directors making (or equivalent governing bodydeemed making) of such Loan Party authorizing Tranche B-4 Term Loans under the executionAmended Credit Agreement, delivery all accrued and performance of this Amendment andunpaid interest on the Existing Term Loans to, in the case of the Borrowersbut not including, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 7 Effective Date certifying that and (iii) each all Non-Consenting Existing Tranche B-1/B-3 Term Loan Lenders and all Post-Closing Option Tranche B-1/B-3 Lenders on the Amendment No. 7 Effective Date, simultaneously with the making (or deemed making) of Tranche B-4 Term Loans under the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall beAmended Credit Agreement, after giving effect to this Amendment, true and correct in all material respects as if made on and outstanding principal of their Existing Term Loans as of the Amendment No. 6 7 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (ic) the Parent Borrower The Administrative Agent shall have paid (or have caused to be paid), (a) to received the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses executed legal opinion of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP), special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (jd) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement The Borrower shall have been satisfied both before and after giving effect to the Borrowing; paid (ki) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 7 Arrangers and the Tranche B-4 Term Loan Lenders the fees in the amounts previously agreed in writing to be received on the Amendment No. 7 Effective Date or other arrangements satisfactory to and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 7 Arrangers) of the Administrative Agent for the delivery of such termination statements and releases, satisfactions and discharges which invoices have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days presented prior to the Amendment No. 6 7 Effective Date; (e) The representations and warranties set forth in Section 3 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Amendment No. 7 Effective Date, all substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing this Amendment and the other Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 7 Effective Date or a recent date prior thereto; (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-4 Term Loans in accordance with Section 2.3 of the Amended Credit Agreement; (h) The Administrative Agent shall have received a certificate of the Borrower certifying that after giving effect to the incurrence of the Tranche B-4 Term Loan Commitments, the Borrower has not incurred Indebtedness pursuant to Section 2.14 and Section 10.1(x) of the Credit Agreement in excess of the Maximum Incremental Facilities Amount, calculated in accordance with the terms of the Credit Agreement; (i) The Administrative Agent shall have received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager or any other senior financial officer of the Borrower to the effect that after giving effect to the transactions contemplated by this Amendment, the Borrower on a consolidated basis with its Restricted Subsidiaries is Solvent; (j) The Tranche B-4 Term Loan Lenders shall have received prior to the Amendment No. 7 Effective Date such documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by such Lender at least 10 days prior to the Amendment No. 7 Effective Date and as required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations regulations, including, without limitation, the PATRIOT Patriot Act; and (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and any Tranche B-4 Term Loan Lender has provided its electronic delivery requirements, that has been reasonably requested by such Lender requesting a Beneficial Ownership Certification in writing to the Lenders Borrower at least 10 days prior to the Amendment No. 6 7 Effective Date shall have received prior to the Amendment No. 7 Effective Date; (o) , a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and Beneficial Ownership Certification in relation to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documents; and (p) the Agent shall have received, prior to or substantially concurrently with the effectiveness of this Amendment, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000Borrower.

Conditions to Effectiveness of Amendment. This The effectiveness of the amendments and consents pursuant to this Amendment shall become effective on be subject to the date (the “Amendment No. 6 Effective Date”) that satisfaction of each of the following conditions have been satisfiedprecedent: (a) the Agent Lender shall have received a counterpart an executed original or executed original counterparts of this AmendmentAmendment (as the case may be), duly authorized, executed and delivered by a duly authorized officer of each Loan Partythe respective party or parties hereto; (b) the Agent Lender shall have received (x) a counterpart of this Amendmentreceived, in form and substance satisfactory to Lender, evidence that the QMP Purchase Agreements and the OMPC-NC Merger Agreements have been duly authorized, executed and delivered by any Additional 2017-1 Term B-4 Lenderand to the appropriate parties thereto, Additional 2017-1 Term B-5 Lender that the transactions contemplated under the terms and conditions of the QMP Purchase Agreements have been consummated prior to or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting contemporaneously with the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to execution of this Amendment; (c) the Agent Lender shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 received, in form and substance satisfactory to Lender, Holdings all releases, terminations and such other documents as Lender may request to evidence and effectuate the termination by BBT of its financing arrangements with ORC, as assumed by ORC pursuant to the QMP Purchase Agreements, and the Borrowerstermination and release by BBT of any interest in and to any assets and properties of QMP constituting any of the QMP Purchased Assets, and acknowledged of any interest in the assets and properties of ORC, duly authorized, executed and delivered by BBT, including, but not limited to, (i) UCC-3 Termination Statements for all UCC Financing Statements previously filed by it, as secured party, and QMP, as debtor, and (ii) satisfactions and discharges of any mortgages, deeds or trusts or deeds to secured debt by QMP in favor of it covering any of the AgentReal Property located in Chatham County, North Carolina, in form acceptable for recording in the appropriate governmental office located in Chatham County, North Carolina; (d) the Agent Lender shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 evidence, in form and substance satisfactory to Lender, Holdings and that the Borrowers, and acknowledged OMPC-NC Merger will be consummated by the Agent;close of business on the date hereof. (e) the Agent Lender shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 received, in form and substance satisfactory to Lender, Holdings the Second Amended and the BorrowersRestated ORC Term Note, duly authorized, executed and acknowledged delivered by the AgentORC; (f) Lender shall have received, in form and substance satisfactory to Lender, each duly authorized, executed and delivered (i) a Deed of Trust and Security Agreement by ORC in favor of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as trustee, for the Agent benefit of Lender with respect to the Real Property and related assets of ORC acquired from QMP located in Chatham County, North Carolina, (ii) a Mortgage Modification Agreement with respect to the Mortgage and Security Agreement, dated February 2, 1996, by ORC in favor of Lender for filing in Tippecanoe County, Indiana, and (iii) a Mortgage Modification Agreement with respect to the Amended and Restated Mortgage and Security Agreement, dated February 2, 1996, by ORC in favor of Lender for filing in Madison County, New York and Oswego County, New York; (g) Lender shall have received a customary legal opinion an environmental Phase I and Phase II site report with respect to ORC's Real Property to be acquired from QMP and located in Chatham County, North Carolina, conducted by an independent environmental engineering firm acceptable to Lender, and in form, scope and methodology satisfactory to Lender, confirming (including no conflicts i) that the past and present operation, use and condition of such Real Property has been in compliance with all indentures material applicable Environmental Laws and other (ii) the absence of any material debt documents environmental problems; (h) Lender shall have received, in form and substance satisfactory to Lender, a valid and effective title insurance policy and/or updating endorsements issued by a company and agent acceptable to Lender (i) insuring the priority, amount and sufficiency of the Parent Borrower Mortgages, (ii) insuring against matters that would be disclosed by surveys and (iii) containing any legally available endorsements, assurances or affirmative coverage requested by Lender for protection of its subsidiariesinterests; (i) Lender shall have received, in form and substance, satisfactory to Lender, originals of the following, each duly authorized, executed and delivered: (Ai) a Supplemental Limited Guarantee by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ with respect to the Obligations of ORC; (ii) the Reunion Limited Guarantee; (iii) the Reunion Indemnity Agreement; and (iv) the Reunion/ORC Letter; and (v) a Subordinated Promissory Note, dated of even date herewith, by ORC payable to Reunion in the original principal amount of $2,000,000 evidencing the indebtedness consisting of the Reunion November 1996 Subordinated Loan. (j) Lender shall have received, in form and substance satisfactory to Lender, (i) a letter agreement from Reunion in favor of Lender acknowledging that each of the Reunion November 1996 Subordinated Loan and the Reunion February 1997 Subordinated Loan (when and if made) shall be subordinated in right of payment to the right of Lender to receive the prior indefeasible payment in full of all of the Obligations pursuant to the Subordination Agreement, dated February 2, 1996, between Lender and Reunion, as acknowledged by Borrowers, duly authorized, executed and delivered by Reunion and Borrowers and (ii) a letter agreement from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to in favor of Lender acknowledging that the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy indebtedness consisting of the certificate or articles Supplemental Credit Support Fee Agreement, dated of incorporation or organizationeven date herewith, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, between ORC and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & shall be subordinated in right of payment to the right of Lender to receive the prior indefensible payment in full of all of the Obligations pursuant to the Subordination Agreement, dated February 2, 1996, between Lender and ▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) above▇▇▇▇▇▇▇, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before as acknowledged by ORC, duly authorized, executed and after giving effect to the Borrowingdelivered by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ORC; (k) the Agent Lender shall have received received, in form and substance satisfactory to Lender, (i) a solvency certificate signed favorable opinion of counsel for ORC addressed to Lender with respect to the transactions contemplated by this Amendment, the QMP Purchase Agreements and the OMPC-NC Merger Agreements, (ii) a favorable opinion of special North Carolina counsel for ORC addressed to Lender with respect to the transactions contemplated by this Amendment, the QMP Purchase Agreements and the OMPC-NC Merger Agreements, and (iii) a favorable opinion of counsel for QMP and ▇▇▇▇ addressed to ORC, upon which Lender is expressly permitted to rely, with respect to the transactions contemplated by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan AgreementQMP Purchase Agreements; (l) the Agent Lender shall have received results received, in form and substance satisfactory to Lender, (i) a Collateral Assignment of searches Acquisition Agreements by ORC in favor of Lender, duly authorized, executed and delivered by ORC providing for the assignment of all of ORC's rights and remedies and claims for damages or other evidence reasonably satisfactory relief under the QMP Purchase Agreements and granting Lender such other rights with respect thereto, as Lender may require, and (ii) the agreement of QMP, ▇▇▇▇ and the Escrow Agent (as defined in the Purchase Agreements) consenting to the Agent (in each case dated as Collateral Assignment of a date reasonably satisfactory Acquisition Agreements by ORC to Lender duly authorized, executed and delivered by QMP, ▇▇▇▇ and the Escrow Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent Lender shall have received a Committed Loan Notice for received, in form and substance satisfactory to Lender, evidence that Lender has valid, perfected and first priority security interests in and liens upon the Term LoansQMP Purchased Assets; (n) the Agent Lender shall have received, at least five (5) Business Days prior in form and substance satisfactory to Lender, updates or amendments to the Amendment No. 6 Effective Dateinsurance certificates previously issued by the insurance agent and/or insurance company in favor of Lender certifying to Lender that the QMP Purchased Assets, including the Real Property located in Chatham County, North Carolina, are covered by ORC's existing insurance policies and loss payable and additional insured endorsements in favor of Lender; (o) Lender shall have received, in form and substance satisfactory to Lender, UCC-3 Termination Statement by Sunbeam with respect to UCC-1 Financing Statements previously filed against QMP and new UCC-1 Financing Statements between ORC, as debtor, and Sunbeam, as secured party, filed with the North Carolina Secretary of State and the Recorder of Deeds of Chatham County, North Carolina; (p) Lender shall have received evidence that ORC has qualified to do business as a foreign corporation in the State of North Carolina; (q) Lender shall have received evidence that QMP has filed an amendment to its Certificate of Incorporation changing its name to a name bearing no resemblance to Quality Molded Products, Inc.; (r) Lender shall have received, in form and substance satisfactory to Lender, all documentation consents, waivers, acknowledgments and other agreements from third persons which Lender may deem necessary or desirable in order to permit, protect and perfect its security interests and liens upon the Collateral or to affect the provisions or purposes of this Amendment and the other Financing Agreements; (s) no material adverse change shall have occurred in the QMP Purchased Assets or the business of QMP conducted with the QMP Purchased Assets by QMP since the date of Lender's latest field examination of the QMP Purchased Assets. (t) all requisite corporate action and proceedings in connection with this Amendment and the documents and instruments to be delivered hereunder shall be in form and substance satisfactory to Lender, and Lender shall have received all information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations copies of all documents, including, without limitation, the PATRIOT Act, that has been records of requisite corporate action and proceedings which Lender may have reasonably requested in connection therewith, such documents where requested by the Lenders at least 10 days prior Lender or its counsel to the Amendment No. 6 Effective Datebe certified by appropriate corporate officers or governmental authorities; (ou) a completed “life no Event of loan” Federal Emergency Management Agency Standard Flood Hazard Determination Default shall exist or have occurred and no event or condition shall have occurred or exist which with notice or passage of time or both would constitute an Event of Default; (v) Lender shall have received, in form and substance satisfactory to Lender, an agreement from ▇▇▇▇▇ Limited and Gain Technologies providing for, among other things, the rights of ORC and Lender with respect to each Mortgaged Property, intellectual property licensed to ORC by Gain Technologies and/or ▇▇▇▇▇ Limited and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed Collateral consisting of or affected by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Term Loan Agreement and the applicable provisions of the Collateral Documentssuch rights; and (pw) the Agent Lender shall have received, prior in form and substance satisfactory to or substantially concurrently with Lender, evidence of the effectiveness payment by ORC of this Amendmentthe QMP Purchase Price (subject to adjustment as provided in the QMP Purchase Agreements) in consideration of the purchase by ORC of the QMP Purchase Assets pursuant to the QMP Purchase Agreements and the payment by ORC of an amount not to exceed $240,000 in payment of the broker's fee payable to First Commercial Group upon closing of the acquisition contemplated by the QMP Purchase Agreements, a prepayment of 2016-2 Term B-4 Loans in an aggregate principal amount of $250,000,000each case as in effect on the date hereof.